STOCK OPTION CERTIFICATE

Exhibit 10.2

Nonqualified Stock Option- 2000 Plan

STOCK OPTION CERTIFICATE

For _______ Shares

Issued Pursuant to the

2000 Incentive Plan of

AMPAL-AMERICAN ISRAEL CORPORATION

and constitutes part thereof with

respect to issuance to Israeli employees and directors

Name of Holder:

Number of Shares

Subject to this Option:

Issuance Date:

Vesting Terms:             Option to purchase ______ Shares shall vest and become exercisable, on a quarterly basis, on the ___ day of the month of each three month period following the Issuance Date for each of the four years following the Issuance Date.

THIS CERTIFIES that on the Issuance Date set forth above, the Holder identified above was granted an option (the "Option") to purchase at the Exercise Price all or any part of the number of shares of fully paid and non-assessable shares ("Shares") of the Class A Stock ($1.00 par value) of AMPAL-AMERICAN ISRAEL CORPORATION, a New York corporation (the "Company")set forth above, upon and subject to the following terms and conditions:

(a)         Terms of the Option . The Option is granted pursuant to, and is subject to the terms and conditions of, (i) the 2000 Incentive Plan of the Company (the "Plan"), the terms, conditions and definitions of which are hereby incorporated herein as though set forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his signature below, (ii) Section 102 of the Income Tax Ordinance, 1961 and the Income Tax Regulations (Tax Relieves in Allocation of Stocks to Employees), 2003 promulgated thereunder ("Section 102") and (iii) the trust agreement, dated September 3, 2007 (the "Trust Agreement"), between the Company and Ofer Katz, CPA, as trustee (the "Trustee"), the terms, conditions and definitions of which are hereby incorporated herein as though set forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his signature below. The Holder hereby accepts the Option subject to the terms and conditions of the Plan, Section 102 and the Trust Agreement. Capitalized terms used herein shall have the meanings set forth in the Plan, unless otherwise defined herein.

(b)        Expiration . This Option shall expire on the Expiration Date set forth above unless extended or earlier terminated in accordance with this Option Certificate or the Plan.

(c)         Exercise . This Option may be exercised or surrendered during the Holder’s lifetime only by the Holder or his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE, ASSIGNABLE OR GIVEN AS COLLATERAL BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN.

This Option shall vest and be exercisable as set forth in the Vesting Terms above.

This Option shall be exercised by the Holder (or by her executors, administrators, guardian or legal representative) as to all or part of the Shares, by the giving of written notice of exercise to the Company, in which event the Company shall issue to the Holder or Trustee, as applicable, the number of Shares determined as follows (subject to reduction for any Withholding Taxes as provided in Section J hereof):

The notice of exercise shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

(d)        Termination of Employment . In the event of the termination of employment of the Holder for any reason (other than death, disability or for reasons other than for cause as provided below), this Option, to the extent not previously exercised or expired, shall be deemed canceled and terminated on the day of such termination or separation.

In the event of the termination of the Holder’s employment other than for cause, (i) the Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on the day that is seven (7) days after the date of such termination of employment, and (ii) with respect to the portion of the Option that had not vested at the time of termination of Holder’s employment, the Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable. For the purposes of this Stock Option Certificate, the term "cause" shall be defined as (i) any act of fraud or embezzlement in respect of the Company or any of their respective funds,

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properties or assets, (ii) conviction of the Holder of a felony under the laws of the United States or any state thereof; (iii) willful misconduct or gross negligence by the Holder in connection with the performance of his or her duties to the Company; (iv) intentional dishonesty by the Holder in the performance of his or her duties to the Company; and (v) engagement by the Holder in the use of illegal substances or alcohol, which use has impaired the Holder’s ability, as determined by the Board of Directors of the Company, on an ongoing basis, to perform his or her duties to the Company. A determination of cause shall be made by the Board of Directors of the Company.

(e)         Death . In the event the Holder dies while employed by the Company or any of its subsidiaries or affiliates, or during his term as a Director of the Company or any of its subsidiaries or affiliates, as the case may be, this Option, to the extent not previously expired or exercised, shall, to the extent exercisable on the date of death, be exercisable by the estate of the Holder or by any person who acquired this Option by bequest or inheritance, at any time within one year after the death of the Holder, unless earlier terminated pursuant to its terms, provided, however , that if the term of this Option would expire by its terms within one year after the Holder’s death, the term of this Option shall be extended until one year after the Holder’s death.

(f)         Disability . In the event of the termination of employment of the Holder or the separation from service of a Director who is a Holder due to total disability, the Holder, or her guardian or legal representative, shall have the unqualified right to exercise any portion of this Option which has not been previously exercised or expired and which the Holder was eligible to exercise as of the first date of total disability (as determined by the Company), at any time within ninety (90) days after such termination or separation, unless earlier terminated pursuant to its terms, provided, however , that if the term of such Option would expire by its terms within ninety (90) days after such termination or separation, the term of such Option shall be extended until ninety (90) days after such termination or separation. The term "total disability" shall, for purposes of this Option Certificate, be defined in the same manner as such term is defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(g)        Change in Control . In the event of the occurrence of a change in control (as defined below) of the Company, this Option and all rights granted hereunder shall immediately vest and be exercisable in accordance with its terms with respect to those Shares not already vested and exercisable pursuant to the terms of this Option. For purposes of this Option, a