Exhibit 10.1
TERMINATION AGREEMENT AND GENERAL RELEASE
This Termination Agreement and General Release ("Agreement") is made and
entered into this 20 day of March, 2006 (the "Effective Date"), by and between
Brainstorm Cell Therapeutics Ltd. ("Brainstorm Ltd."), a company incorporated
under the laws of the State of Israel and maintaining its principal place of
business at Petach Tikva, Israel, Brainstorm Cell Therapeutics Inc.("Brainstorm
Inc."), a company incorporated under the laws of the State of Washington and
maintaining its principal place of business at 1350 Avenue of the Americas, New
York, NY 10019 (hereinafter Brainstorm Ltd. and Brainstorm Inc., jointly and
severally, collectively referred to as the "Company"), and Dr. Yaffa Beck,
Israeli I.D. number 0-5103711-7, residing at 7 Gallillee St., Tel-Aviv, Israel
("Executive") (hereinafter collectively referred to as the "Parties" and each
individually a "Party").
RECITALS
WHEREAS, Executive was hired by the Company as its President and Chief
Executive Officer pursuant to an employment agreement dated November 8, 2004
(the "Employment Agreement"); and
WHEREAS, on December 31, 2004, Company granted Executive stock options to
purchase 1,828,692 shares of the Company's Common Stock, at a price per share of
$0.15, which options shall be issued under the Company's 2004 Global Share
Option Plan (the "Plan") and will vest and become exercisable in thirty six (36)
equal monthly installments beginning on November 8, 2004; and
WHEREAS, on November 10, 2005 the Executive resigned from her positions as
President and Chief Executive Officer of the Company; and
WHEREAS, the Company and Executive have agreed to terminate their
employment relationship effective February 9, 2006; and
WHEREAS, the Parties desire to resolve any potential disputes between them
with respect to any fact or circumstance known or unknown to them as of the date
hereof.
NOW THEREFORE, in consideration of the covenants and representations
contained herein, the Parties hereto agree as follows:
1) TERMINATION.
a) The parties hereof mutually agree and covenant that the employment
of Executive by the Company is hereby terminated as of February 9,
2006 (hereinafter the "Termination Date").
b) As of the Termination Date, Executive shall cease to benefit from
any benefit plan, program, contract or practice by either Brainstorm
Cell Therapeutics Ltd. or Brainstorm Cell Therapeutics Inc. and such
shall terminate ipso facto with the termination of her employment,
except as otherwise specifically provided herein.
2) PAYMENTS UPON TERMINATION.
a) In exchange for Executive's agreement to be bound by the terms of
this entire Agreement, including but not limited to the Release of
Claims in Section 3, the Company agrees to pay the Executive the
following payments and grant the Executive the following rights:
(1) An aggregate gross payment of $47,355, calculated in
accordance with the table attached hereto as Appendix A, from
which all applicable statutory deductions and withholdings
under Israeli law will be made, which payment shall be paid
out in 9 monthly equal installments of $5,000 each starting on
March 1, 2006 and one installment of $2,355 payable on
December 1, 2006. In the event that the Company raises an
aggregate of $1,000,000 through an equity financing
transaction in one or more series of transactions (the "Major
Investment") at any time after the Termination Date but prior
to full payment of the amount hereof, the then total
outstanding amount due pursuant to this subsection shall be
paid out to Executive within fifteen (15) days of the
Company's receipt of the aggregate proceeds (i.e. $1,000,000)
from the Major Investment, in one "lump-sum" payment. The
Company shall pay the aforementioned sums plus the applicable
VAT against the receipt of a tax invoice from Executive. If
the payments are remitted in NIS, payments shall be made in
accordance with the representative rate of exchange of the
U.S. Dollar against the NIS last published by the Bank of
Israel immediately prior to the date of payment of the
respective installment.
(2) Out of the total number of options granted to Executive,
options to acquire 800,000 shares of Common Stock of the
Company at an exercise price of $0.15 per share (the "Stock
Options") shall be vested and exercisable for four (4) years
from the Termination Date. Executive has no rights,
contractual or otherwise, to any additional shares of the
Company, options, or rights to receive or purchase any
security or instrument of the Company. Any other options are
hereby forfeited to the Company and therefore unexercisable as
of the date hereof. The Option Agreement dated December 31,
2004 between Company and Executive (the "Option Agreement") is
hereby amended and revised by reference. In the event the
Company registers shares for other employees of the Company
under an S-8 registration or otherwise, the Company hereby
undertakes to register the Stock Options in the same manner
and under the same terms and conditions, as those offered to
management.
(3) A special conditional one time bonus of $30,000 (the "Bonus")
shall be paid to the Executive only in the event that the
Company is granted one of the EC research and development
grants described in the grant applications attached hereto as
Appendix B or any amendment thereof (collectively the "Grants"
and each individually a "Grant"). The time of payment of such
Bonus shall be on the earlier of: (i) fifteen (15) days of the
receipt by Company of an initial payment of such EC grant of
at least $50,000 or (ii) fifteen (15) days of the Company's
receipt of the aggregate proceeds (i.e. $1,000,000) from the
Major Investment. The Company shall pay the aforementioned sum
plus the applicable VAT against the receipt of a tax invoice
from Executive.
(4) On the Effective Date, all rights and sums accumulated in
Executive's Manager's Insurance Policy no. _________ and
Continuing Education Fund (as such terms are defined in the
Employment Agreement) shall be released and transferred to
Executive, and the Company shall sign standard confirmation
and transfer approvals to the applicable insurer to that
effect.
b) Executive acknowledges that the amounts set forth in this Section
constitute valid and sufficient consideration for Executive's
release of claims and other obligations set forth herein. In the
event that none of the Grants is received, Executive hereby waives
any rights to payment of said Bonus and/or interest and/or penalty
of relief in respect of the non-payment thereof. If any of the
Grants is deferred (in terms of time), Executive hereby waives any
interest and/or penalty of relief in respect of the deferral
thereof. Executive further acknowledges that the Stock Options shall
be governed by the applicable terms of the Plan and the Option
Agreement as in effect on the date hereof, as much as such have not
been revised and amended by reference in respect of specific
provisions provided in this Section, provided however, any
amendments to the Plan that impair the rights of the Executive shall
require the mutual prior written consent of the Company and the
Executive. In the event of contradiction between this Agreement, the
Plan, and the Option Agreement, the terms of this Agreement shall
govern.
3) MUTUAL RELEASE OF CLAIMS
a) In exchange for the actual receipt by Executive of all the amounts
and benefits described in Section 2, the sufficiency of which is
hereby acknowledged, the Executive, on behalf of herself and her
representatives, dependents, heirs, executors, administrators and
assigns (hereinafter collectively referred to as "Executive"),
hereby expressly, absolutely, and unconditionally waives, releases,
remises, acquits and forever discharges, indemnifies and holds
harmless the Company and its divisions, subsidiaries, affiliates,
parents, related entities, officers, directors, employees,
stockholders, attorneys and/or agents, predecessors, successors and
assigns, all both individually, in their capacities acting on behalf
of the Company and their official capacities (hereinafter
collectively referred to as "Company Releasees"), from any and all
actions or causes of action, suits, claims, complaints, contracts,
liabilities, agreements, promises, contracts, torts, debts, damages,
controversies, judgments, rights and demands ("Claims"), whether
existing or contingent, known or unknown, suspected or unsuspected,
which arise out of or are related to Executive's employment or
termination from employment with the Company. As used in this
Section 3, Claims include, but are not limited to, claims based on
the Employment Agreement, fraud, stock fraud, defamation, wrongful
termination, negligent misrepresentation, intentional
misrepresentation, breach of contract, express or implied, estoppel,
equity, tort, retaliation, discrimination, intellectual property,
personal injury, spoliation of evidence, emotional distress, public
policy, wage and hour laws, statute or common law, claims for
severance pay, claims related to stock options or stock, claims for
attorneys' fees, vacation pay, debts, accounts, compensatory
damages, punitive or exemplary damages, and liquidated damages. This
release is intended by Executive to be all encompassing and to act
as a full and total release of any and all Claims, whether
specifically enumerated herein or not, that Executive may have or
have had against the Company Releasees arising from conduct
occurring up to and including the date of this Agreement, including,
but not limited to, (i) any claims arising out of or related to any
applicable law, including, without limitation, law, regulation,
ordinance, or rule prohibiting discrimination on account of race,
color, sex, age, religion, sexual orientation, disability or
national origin, marital status, pregnancy, national origin,
ancestry, mental or physical handicap or disability, alienage,
genetic predisposition or carrier status, whistleblower status,
including but not limited to, the New York Human Rights Law, N.Y.
Exec. Law, Art. 15, ss. 290 et seq., and the New York Rights of
Persons With A Disability Law, N.Y. Civil Rts. Law, Art. 4-B et
seq., all as amended; the New York Equal Rights Law, as amended; the
New York City Administrative Code, the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964 as
amended, the Americans with Disabilities Act, the Family and Medical
Leave Act or the Executive Retirement Income Security Act (except
for rights that cannot be waived by law); the applicable laws
relating to workers compensation, family and medical leave, or any
other applicable human rights or employment law or any other
applicable law, regulation, rule or ordinance; and (ii) the
Company's stock. Anything herein to the contrary notwithstanding in
this Agreement, nothing herein shall release any of the Company
Releasees from (i) any right or claim based on any right that
Executive has to enforce this Agreement, (ii) any right or claim for
unemployment payment; (iii) any right or claim based on events
occurring after the Effective Date, or (iv) any right that Executive
has under the Plan with respect to the Stock Options that are vested
pursuant to Section 2. The Executive represents and warrants to the
Company that she is not aware of any claims she may have under the
Plan with respect to the Stock Options that are vested pursuant to
Section 2.
b) Executive further agrees to release and discharge the Company
Releasees from any and all claims that might be made by any other
person or organization on the Executive's behalf and Executive
specifically waives any right to become, and promises not to become,
a member of any class in a case in which a claim or claims against
the Company are made involving any matters subject to release
pursuant to Section 3.
c) As a terminating employee who chooses to accept the terms of this
Agreement and a Company accepting the terms hereof, each Party e
represents and warrants to the other that it does not presently have
on file and further represents and warrants that it will never file
a lawsuit asserting any Claim against the other Released Parties (as
defined below), that arises from or is related to any claim that is
within the scope of the release in Section 3 against any of the
other Released Parties in or with any administrative, state or
governmental entity, agency, authority board or court, or before any
other tribunal or panel or arbitrators, public or private. Either
Party's failure to comply with this provision shall constitute a
breach of the Agreement. Each Party also agrees that, except as is
required by applicable law, it will not assist or cooperate with any
third party with any claims, lawsuits or causes of action against
the other Released Parties relating to events or matters occurring
prior to the date hereof.
d) Each of Brainstorm Ltd. and Brainstorm Inc., jointly and severally,
on their behalf and their divisions, subsidiaries, parents,
officers, and directors solely in their capacities as acting on
behalf of the Company, (hereinafter collectively referred to as the
"Company"), hereby expressly, absolutely, and unconditionally
waives, releases, remises, acquits and forever discharges,
indemnifies and holds harmless the Executive, as defined in this
Section 3, and any company under her control and its employees and
directors (hereinafter collectively referred to as "Executive
Releasees"), from any and all Claims, whether existing or
contingent, known or unknown, suspected or unsuspected, which arise
out of or are related to Executive's employment or termination from
employment with the Company. As used in this paragraph, Claims
include, but are not limited to, claims based on the performance of
Executive's duties in her capacities in the Company. This release is
intended by the Company to be all encompassing and to act as a full
and total release of any and all Claims, whether specifically
enumerated herein or not, that the Company may have or have had
against the Executive Releasees arising from conduct occurring up to
and including the date of this Agreement, including, but not limited
to, (i) any claims arising out of or related to any applicable law;
and (ii) the Company's stock. Anything herein to the contrary
notwithstanding in this Agreement, nothing herein shall release any
of the Executive Releasees from (i) any right or claim based on any
right that the Company has to enforce this Agreement, (ii) any right
or claim based on events occurring after the Effective Date.
The Company Releasees and the Executive Releasees shall be collectively
referred to as the "Released Parties"
4) ACCORD AND SATISFACTION. The actual receipt by the Executive of all the
amounts and benefits set forth above in Section 2 shall be complete and
unconditional payment, settlement, accord and/or satisfaction with respect
to all obligations and liabilities of the Company Releasees to Executive,
including, without limitation, all claims for wages, salary, vacation pay,
medical leave, draws, incentive pay, bonuses, recuperation pay, stock and
stock options, commissions, severance pay, reimbursement of expenses, any
and all other forms of compensation or benefits, attorney's fees, or other
costs or sums.
5) RECEIPT OF WAGES AND OTHER COMPENSATION. Except as otherwise provided in
Section 2, Executive acknowledges and agrees that, prior to her execution
of this Agreement, she has received payment for all wages, salary, accrued
vacation, and all other compensation owed to Executive by the Company.
6) COMPANY PROPERTY/PROPRIETARY INFORMATION. Executive undertakes to continue
to abide by her non-compete, non-solicitation, ownership and protection of
intellectual property, and proprietary information undertakings set forth
in Sections 7 and 8 of the Employment Agreement (the "Undertakings"), the
terms of which are incorporated herein by reference and a copy of which is
attached hereto as Appendix C. Executive agrees and acknowledges that she
has assigned to the Company all her right, title and interest in and to
all developments relating to the business, technology, products, and/or
services of the Company and all related patents, patent applications,
copyrights and copyright applications to the maximum extent permitted by
law. Executive agrees to cooperate fully with the Company, including after
her employment with the Company, at the Company's sole expense, with
respect to the procurement, maintenance and enforcement of copyrights,
patents and other intellectual property rights (both in the United States,
Israel and other countries) relating to such developments. Executive shall
sign all papers, including, without limitation, copyright applications,
patent applications, declarations, oaths, formal assignments, assignments
of priority rights, and powers of attorney, which the Company may
reasonably deem necessary or desirable in order to protect its rights and
interests in any development. Executive agrees that on or before the
Termination Date she will return to the Company all Company property and
materials (whether such materials are originals or copies, in electronic
form or otherwise), other than one copy retained for archival purposes,
including but not limited to, (if applicable) Company car, Company credit
cards, manuals, building keys and passes, courtesy parking passes,
diskettes, intangible information stored on diskettes, software programs
and data compiled with the use of those programs, software passwords or
codes, tangible copies of trade secrets and confidential information,
sales forecasts, names and addresses of Company customers and potential
customers, customer lists, customer contacts, sales information, sales
forecasts, memoranda, sales brochures, business or marketing plans,
reports, projections, and any and all other information or property
previously or currently held or used by Executive that is or was related
to Executive's employment with the Company ("Company Property"). Executive
agrees that in the event that Executive discovers any other Company
Property in her possession after the Termination Date of this Agreement
she will immediately return such materials to the Company.
7) NON-ADMISSION OF LIABILITY. Each Party understands and agrees that the
release and accord and satisfaction set forth in Sections 3 and 4
constitute a final compromise of the claims released thereby, and is not
an admission by any Released Party that any such claims exist and/or of
liability by any Released Party with respect to such claims. It is
expressly understood and agreed that nothing contained in this Agreement
nor any of its terms and provisions, nor any of the negotiations or
proceedings connected with it constitutes, will be construed to
constitute, will be offered in evidence as, received in evidence as and/or
deemed to be evidence of an admission of liability or any wrongdoing on
the part of any and/or all of the Released Parties. The release and the
accord and satisfaction in Sections 3 and 4 are, however, and may be
asserted by any one or more of the Released Parties as an absolute and
final bar to any suit or proceeding brought by a Party against any one or
more of the Released Parties; provided, however, that nothing contained in
this Agreement shall be construed to prevent an action for breach of this
Agreement itself.
8) OWNERSHIP OF CLAIMS. Each Party represents and warrants that it is the
sole and lawful owner of all rights, title and interest in and to all
released matters, claims and demands referred to herein. The Parties
further represent and warrant that there has been no assignment or other
transfer of any interest in any matters, rights, interests, claims or
demands released herein.
9) CONFIDENTIALITY. Until and unless this Agreement and/or its contents is
publicly disclosed by the Company, Executive understands and agrees that
this Agreement, its substance, terms and the matters discussed in
negotiating its terms, are entirely confidential. It is therefore
expressly understood and agreed that, until such time as the Company
publicly discloses this Agreement, Executive will not reveal, discuss,
publish or in any way communicate any of the terms, amount or fact of this
Agreement to any person, organization or other entity, with the exception
of disclosure (i) to her immediate family members and professional
representatives (including financial, tax and legal), (ii) to any
prospective employer, but only to the extent necessary to inform such
employer of the Undertakings regarding Executive's ability to perform
services for such employer; (iii) required by law or by any court,
arbitrator, mediator or administrative or legislative body (including any
committee thereof) with apparent jurisdiction or authority to order or
require such person to disclose or make accessible such information or
(iv) with respect to any litigation, arbitration or mediation involving
this Agreement. Executive further agrees not to make disparaging, critical
or otherwise detrimental comments to any person or entity concerning the
Company, its officers, directors or employees; the products, services or
programs provided or to be provided by the Company; the business affairs,
operation, management or the financial condition of the Company; or the
circumstances surrounding her employment and/or termination of employment
from the Company. The Company agrees that the Company and its officers and
directors will not make any disparaging, critical or otherwise detrimental
comments to any person or entity concerning the Executive personally or
professionally nor the circumstances surrounding her employment and/or
termination of employment from the Company. Nothing in this Section 9
shall prevent any person from (i) making any truthful statement to the
extent (x) necessary in connection with any litigation, arbitration or
mediation involving this Agreement, including, but not limited to, the
enforcement of this Agreement or (y) required by law or by any court,
arbitrator, mediator or administrative or legislative body (including a
committee thereof) with apparent jurisdiction or authority to order or
require such person to disclose or make accessible such information.
10) INDEMNIFICATION; REMEDIES. Executive agrees to indemnify and hold the
Company Releasees harmless from and against any and all loss, cost,
damage, or expense, including, but not limited to, reasonable attorneys'
fees, incurred by the Company arising out of any action at law, or any
other proceeding, it finds necessary to enforce any of the terms,
covenants or conditions of this Agreement or any other agreement between
Executive and the Company as set forth in Section 16.
The Company agrees to indemnify and hold the Executive Releasees harmless
from and against any and all loss, cost, damage, or expense, including,
but not limited to, reasonable attorneys' fees, incurred by the Executive,
as defined in Section 3, arising out of any action at law, or any other
proceeding, it finds necessary to enforce any of the terms, covenants or
conditions of this Agreement or any other agreement between Executive and
the Company as set forth in Section 16.
In the event of a breach of this Agreement, then the non-defaulting party
may seek restitution and/or offset to the extent permitted by law and this
Agreement in all other respects, including, but not limited to the Release
provisions set forth in Section 3, shall remain in full force and effect.
Also, in the event of a breach or threatened breach of this Agreement by
either Party, the Released Parties shall be able to enforce this Agreement
by seeking an injunction and such other relief as may be available at law
or in equity; provided, however, that the parties expressly acknowledge
that the non defaulting party may cancel its Release set forth in Section
3 and seek enforcement of the rights and obligations under the Employment
Agreement. The Parties expressly acknowledge and agree that in the event
of a breach of Section 3 hereunder by Executive, then in addition to the
above, the Company may also immediately cease making the payments
described in Section 2 and this Agreement in all other respects,
including, but not limited to the Release provisions set forth in Section
3, shall remain and full force and effect.
11) TAX OBLIGATIONS. It is understood and agreed that Executive is solely
liable for all tax obligations, if any, with respect to the settlement
payments provided for in Section 2, and that such may be withheld by the
Company prior to any payment thereof. Failure to withhold any payment due
from Executive shall subject the Executive to payment thereof when due,
and/or the Executive shall indemnify the Company for any cost, expense, or
interest, that the Company incurs in connection with a demand for payment
thereof by a regulatory authority.
12) GOVERNING LAW AND JURISDICTION. This Agreement, in respect of all matters,
which relate to the employment by Brainstorm Cell Therapeutics Ltd. or
Brainstorm Cell Therapeutics Inc., shall be interpreted, enforced and
governed in accordance with the laws of the State of Israel without
reference to conflicts of law principles and sole jurisdiction shall be
granted to the competent courts in Tel-Aviv.
13) SUCCESSORS AND ASSIGNS. Executive may not assign any of her rights or
delegate any of her duties under this Agreement. The rights and
obligations of the Company shall inure to the benefit of the Company's
successors and assigns.
14) COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with the Agreement.
15) CONSULTATION WITH COUNSEL. Executive acknowledges that she has been
advised to consult with legal counsel of her choice prior to execution and
delivery of this Agreement.
16) INTEGRATION. This Agreement constitutes an integrated, written contract,
expressing the sole and entire agreement between the Parties with respect
to the subject matter hereof and supersedes any and all other agreements
or understandings, whether oral or written, except the Undertakings,
Section 5h of the Employment Agreement and the Option Agreement (as
applicable), each of which shall remain in full force and effect in
accordance with their respective terms. In this regard, Executive
represents and warrants that she is not relying on any promises or
representations, which do not appear written herein. Executive further
understands and agrees that this Agreement can be amended or modified only
by a written agreement, signed by all of the Parties hereto. In the event
of any inconsistency between the terms of this Agreement and the terms of
any other Company agreement, plan, policy or program, including, without
limitation, any Executive manual or code of conduct, the terms of this
Agreement shall prevail. In the event there is a direct conflict between
the terms of this Agreement and the Undertakings, the terms of this
Agreement shall prevail.
17) COMPANY'S REPRESENTATIONS AND UNDERTAKINGS. The Company represents and
warrants that this Agreement has been fully and validly authorized by all
necessary corporate action. The Company undertakes to continue to abide by
its undertaking to obtain Directors and Officers' Liability Insurance with
coverage that is sufficient to cover Executive's activities as per her
Employment Agreement and shall provide the Executive with a written
undertaking of the Company to indemnify and release the Executive to the
full extent possible in accordance with the Israeli Companies Law
5759-1999 and the applicable Law of the State of Washington, USA. The
Company undertakes to maintain the said insurance and pay all premiums
thereof during a period of 5 years from the date hereof; provided,
however, that the Parties expressly acknowledge and agree that the Company
shall be entitled to cancel the said insurance prior to the end of the
aforementioned period in the event that the Company is declared insolvent
and/or bankrupt and is forced to cease its operations, or in the event
that that the Company is unable to renew the policy due to an
unavailability of the said insurance under reasonable market conditions
("Cancellation Period"). However, the Parties acknowledge and agree that
during such Cancellation Period the Company shall indemnify the Executive
to the full extent possible in accordance with the Israeli Companies Law
5759-1999 and the applicable law of the State of Washington, USA.
18) COUNTERPARTS. This Agreement may be executed in separate counterparts and
by facsimile, and each such counterpart shall be deemed an original with
the same effect as if all Parties had signed the same document.
19) HEADINGS. The headings in each paragraph herein are for convenience of
reference only and shall be of no legal effect in the interpretation of
the terms hereof.
20) SEVERABILITY AND WAIVER. If any provision of this Agreement, or part
thereof, is held to be invalid, void, or voidable as against public policy
or otherwise, the invalidity shall not affect other provisions, or parts
thereof, which may be given effect without the invalid provision or part.
Any waiver of any provision of this Agreement shall not constitute a
waiver of any other provision of this Agreement unless expressly so
indicated otherwise. The language of all parts of this Agreement shall in
all cases be construed according to its fair meaning and not strictly for
or against either of the Parties.
21) VOLUNTARY AGREEMENT. EXECUTIVE UNDERSTANDS AND AGREES THAT SHE MAY BE
WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS
THAT SHE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY,
WITHOUT ANY DURESS OR UNDUE INFLUENCE WITH THE FULL INTENT OR RELEASING
ALL CLAIMS AGAINST THE FULL COMPLIANCE OF THE COMPANY'S UNDERTAKINGS
HEREUNDER. EXECUTIVE ACKNOWLEDGES THAT SHE HAS READ THIS AGREEMENT, SHE
HAS BEEN REPRESENTED IN THE NEGOTIATION, AND EXECUTION OF THIS RELEASE BY
LEGAL COUNSEL OF HER OWN CHOICE, AND SHE UNDERSTANDS THE PROVISIONS AND
LEGAL CONSEQUENCES OF THIS AGREEMENT.SHE FURTHER ACKNOWLEDGES THAT SHE
DOES NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE
COMPANY OR ITS REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION
DESCRIBED IN THIS AGREEMENT.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
dates provided below.
BRAINSTORM CELL THERAPEUTICS INC.
BRAINSTORM CELL THERAPEUTICS LTD.
By: /s/ Yoram Drucker
----------------------------------------
Its: PRINCIPAL EXECUTIVE OFFICER
DR. YAFFA BECK
/s/ Yaffa Beck
--------------------------------------------
Appendix A
As agreed, the total amount Executive will receive is $74,000 minus employer
cost since November 10
Yaffa Beck-Employer cost November 10, 2005 - January 31, 2006
Exch. Rate USD NIS NIS Month
- ------------------- ------- ------- ----------- ------------
4.633 6,640 30,961 46,442 11.2005
- ------------------- ------- ------- ----------- ------------
4.603 10,089 46,441 12.2005
- ------------------- ------- ------- ----------- ------------
4.69 9,916 46,508 1.2006
- ------------------- ------- ------- ----------- ------------
26,645 123,910
======= =======
$
Amount executive should get 74,000
Deduction: Employer cost -26,645
Total Payment 47,355
Appendix C
Executive's Undertakings
7. Competitive Activity
During the term of this Agreement and for a period of twelve (12) months
from the Termination Date of this Agreement, the Executive will not directly or
indirectly:
(i) Carry on or hold an interest in any company, venture, entity or
other business (other than a minority interest in a publicly traded
company) which directly competes with the Technology;
(ii) Act as a consultant or executive or officer or in any managerial
capacity in a business directly competing with the Technology;
(iii) Solicit, canvass or approach or endeavor to solicit, canvass or
approach any person who, to her knowledge, was provided with
services by the Company or its subsidiaries at any time during the
twelve (12) months immediately prior to the Termination Date, for
the purpose of offering restricted services or products which
directly compete with the Technology; or
(iv) Employ, solicit or entice away or endeavor to solicit or entice away
from the Company or its subsidiaries any time during the twelve (12)
months immediately prior to the Termination Date with a view to
inducing that person to leave such employment and to act for another
employer in the same or a similar capacity.
8. Ownership and Protection of Intellectual Property and Confidential
Information
(a) All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made,
developed or acquired by Executive, individually or in conjunction
with others, during Executive's employment by Company, which
directly relate to the Company's business, Technology, products or
services and all writings or materials of any type embodying any of
such items, shall be the sole and exclusive property of the Company.
(b) Executive acknowledges that the business of the Company and its
affiliates are highly competitive and that their strategies,
methods, books, records, and documents, their technical information
concerning their Technology, products, equipment, services, and
processes, procurement procedures and pricing techniques, the names
of and other information (such as credit and financial data)
concerning their customers and business affiliates, all comprise
confidential business information and trade secrets which are
valuable, special, and unique assets which Company uses in its
business to obtain a competitive advantage over its competitors (the
"Confidential Information"). Executive further acknowledges that
protection of such Confidential Information against unauthorized
disclosure and use is of critical importance to Company in
maintaining its competitive position. Executive hereby agrees that
Executive will not, at any time during or after her employment by
Company, make any unauthorized disclosure of any Confidential
Information fo Company, or make any use thereof, except in the
carrying out of her employment responsibilities hereunder.
Confidential Information shall not include (i) information in the
public domain (but only if the same becomes part of the public
domain through a means other than a disclosure prohibited hereunder)
or (ii) information which was lawfully in the possession of the
Executive prior to the Executive's employment by Company. The above
not withstanding, a disclosure shall not be unauthorized if (i) it
is required by law or by a court of competent jurisdiction or (ii)
it is in connection with any judicial or other legal proceeding in
which Executive's legal rights and obligations as an Executive under
this Agreement are at issue; provided, however, that Executive
shall, to the extent practicable and lawful in any such events, give
prior notice to Company of her intent to disclose any such
confidential business information in such context so as to allow
Company an opportunity (which Executive will not oppose) to obtain
such protective orders or similar relief with respect thereto as it
may deem appropriate.
(c) All written materials, records, and other documents made by, or
coming into the possession of, Executive during the period of
Executive's employment by Company which contain or disclose
Confidential Information of Company or its affiliates shall be and
remain property of Company or its affiliates, as the case may be.
Upon termination of Executive's employment by Company, for any
reason, Executive promptly shall deliver the same, and all copies
thereof, to Company.