ORMAT TECHNOLOGIES INC

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**

Adoption of Change in Control Severance Plan

On* February 21, 2023,the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company approved the Ormat Technologies, Inc. Change in Control Severance Plan (the “Severance Plan”), pursuant to which certain management employees, including the Company’s named executive officers (the “Eligible Participants”) may*be eligible for certain payments and benefits upon certain terminations of employment in connection with a Change in Control (as defined in the Severance Plan) of the Company. The Severance Plan was adopted following a review of the severance provisions applicable to members of the Company’s management team and in consultation with the Compensation Committee’s independent compensation consultant, so as to standardize severance payments and benefits for Eligible Participants and to provide management and certain key employees with severance benefits in connection with a Change in Control that are consistent with market practice.

177

Pursuant to the Severance Plan, in the event that an Eligible Participant’s employment is terminated by the Company without Cause withinthree months prior to and24 months following a Change in Control, other than due to death or Disability, or an Eligible Participant resigns for Good Reason (all as defined in the Severance Plan) and subject to the effectiveness of a release and continued compliance with restrictive covenants, the Eligible Participant is entitled to the following: (i) cash severance payable in a lump sum equal to200% or150% (depending on the Eligible Participant is designated as tier1 or2, respectively) of the sum of his/her base salary and target bonus; (ii) payment of a prorated target bonus in respect of the year of termination payable in a lump sum; (iii) for U.S. participants, eligibility for monthly reimbursements of COBRA premiums for18 months; and (iv) accelerated vesting of all equity awards that were outstanding as of the Change in Control, with any performance-vesting awards to be deemed vested at actual level of performance determined at the time of such termination (or maximum target level if actual performance cannot reasonably be determined). The above severance benefits are in lieu of any other severance benefits to which the participant* maybe entitled, except for certain statutory severance entitlements under Israeli law. As a condition of participation, Eligible Participants must execute and comply with restrictive covenants, which generally provide for post-termination non-competition and employee and customer non-solicit restrictions for periods of12* or18 months for tiers1 and2, respectively, as well as perpetual confidentiality and non-disparagement provisions.

The foregoing description of the Severance Plan doesnot purport to be complete and is subject to, and qualified in its entirety by reference to, the full text thereof, a copy of which is filed with this Annual Report as Exhibit 10.43 and incorporated by reference herein.