UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  October 31, 2017

 

Brainstorm Cell Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36641 20-7273918
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

3 University Plaza Drive, Suite 320  
Hackensack, NJ 07601
(Address of principal executive offices) (Zip Code)

 

(201) 488-0460

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 2, 2017, Brainstorm Cell Therapeutics Inc. (the “Company”) entered into a 2017 Amendment of Warrants and Subscription Agreement (the “Amendment”) by and among ACCBT Corp. (“ACCBT”), ACC International Holdings Ltd. (“ACC”, and together with ACCBT and their affiliated entities, the “ACCBT Entities”) and the Company, pursuant to which the existing rights and privileges of the ACCBT Entities relating to the management of the Company were reduced, in exchange for a five (5) year extension of the expiration of the Company warrants held by the ACCBT Entities. Pursuant to the Amendment, the Subscription Agreement by and between ACCBT and the Company, dated as of July 2, 2007 (as amended, the “Subscription Agreement”), a related Registration Rights Agreement between the Company and ACCBT, and any and all issued and outstanding warrants to purchase Company common stock, $0.00005 par value per share (“Common Stock”) held by the ACCBT Entities (the “ACCBT Warrants”) and any related documents (all of the foregoing documents together, the “ACCBT Documents”) were amended as follows: (i) the ACCBT Entities existing right to appoint 50.1% of the Board of Directors of the Company and its subsidiaries was reduced to 30%; (ii) the ACCBT Entities’ consent rights regarding Company matters pursuant to the ACCBT Documents were limited to transactions greater than $500,000 (previous to the Amendment the consent right was for transactions of $25,000 or more); and (iii) the expiration date of each Warrant held by ACCBT was extended until November 5, 2022. The reduced ACCBT director appointment and consent rights will automatically terminate when ACCBT Corp and its designees no longer hold at least 5% of the issued and outstanding share capital of the Company. Chaim Lebovits, the Company’s President and Chief Executive Officer, may be deemed to control ACCBT, which may be deemed to have beneficial ownership of 4,089,266 shares of Common Stock. The foregoing is a brief summary of the principal provisions of the Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Company appointed Eyal Rubin as its Chief Financial Officer and Treasurer, effective November 20, 2017 (the “Commencement Date”).   

 

On October 31, 2017, the Company’s wholly-owned Israeli subsidiary, Brainstorm Cell Therapeutics Ltd. (the “Subsidiary”) and Eyal Rubin entered into an employment agreement which sets forth the terms of Mr. Rubin’s employment (the “Employment Agreement”), starting on the Commencement Date. Pursuant to the Employment Agreement, Eyal Rubin will be paid a gross monthly salary of NIS 59,000 (approximately $16,800 per month), and an annual cash bonus equal to 25% of his annual base salary, paid pro-rata on a quarterly basis. Mr. Rubin will also receive other benefits that are generally made available to the Subsidiary’s employees.  The Employment Agreement provides that if the Subsidiary terminates the Employment Agreement or Mr. Rubin’s employment without Cause (as defined in the Employment Agreement), the Subsidiary shall pay Mr. Rubin, as a special severance pay, an amount equal to six (6) months of his then-current salary, as well as any portion of the bonus compensation that Mr. Rubin would otherwise be entitled to receive during the six (6) month period following the termination if his employment would not have been terminated, subject to execution of a full and general waiver and release.

 

On the Commencement Date, the Company will grant (the “Restricted Stock Grant”) to Mr. Rubin 25,000 shares of restricted Common Stock under the Company’s 2014 Global Share Option Plan (the “Plan”), which shall vest as to 100% of the award on April 1, 2018, provided Mr. Rubin remains continuously employed by the Subsidiary from the date of grant through the vesting date. In the event of Mr. Rubin’s termination of employment prior to April 1, 2018, the Restricted Stock Grant shall automatically be immediately forfeited in its entirety to the Company, without the payment of any consideration to Mr. Rubin.

 

 
 

 

On the Commencement Date, the Company will grant to Mr. Rubin an option to purchase up to 93,686 shares of Common Stock (the “Option”) under the Plan, at an exercise price per share equal to $4.30 per share. The Option shall vest and become exercisable as follows: 25% of the shares underlying the Option shall vest and become exercisable on each of the first, second, third and fourth anniversary of the date of grant, until fully vested and exercisable on the fourth anniversary of the date of grant, provided Mr. Rubin remains continuously employed by the Subsidiary from the date of grant through each applicable vesting date. The Option shall have a ten (10) year term and shall be subject to accelerated vesting upon a Change of Control of the Company or Material Secondary Public Offering of the Company (each as defined in the Employment Agreement).

 

Prior to joining the Company, Eyal Rubin served since January, 2015 as Vice President, Head of Corporate Treasury for Teva Pharmaceutical Industries Ltd. (symbol: TEVA), a multinational pharmaceutical company. From March, 2013 to January, 2015, Mr. Rubin worked as Teva Pharmaceutical Industries Ltd.’s Regional Treasurer for ASIA and EMIA. From January, 2010 to March, 2013, he served as Head of the Finance & Banking department at Cellcom Israel LTD (NASDAQ:CEL), an Israeli telecommunications company.

 

Eyal Rubin is 42 years old. There is no arrangement or understanding between Mr. Rubin and any other person pursuant to which he was appointed Chief Financial Officer and Treasurer. There have been no transactions and are no currently proposed transactions to which the Company or any of its subsidiaries was or is a party in which Mr. Rubin has a material interest, which are required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Rubin and any director or other executive officer of the Company.

 

The above description of the Employment Agreement is qualified in its entirety by reference to the terms of the Employment Agreement, attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

On November 2, 2017, the Company issued a press release announcing the appointment of  Eyal Rubin as its Chief Financial Officer and Treasurer . A copy of the press release is attached as Exhibit 99.1 hereto.

 

Effective November 20, 2017, Alla Patlis will cease to serve as Interim Chief Financial Officer of the Company. Ms. Patlis will continue to serve as Controller of the Company.

 

The information contained in Item 1.01 above is incorporated by reference into this Item 5.02.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   2017 Amendment of Warrants and Subscription Agreement dated November 2, 2017 by and among Brainstorm Cell Therapeutics Inc., ACCBT Corp. and ACC International Holdings Ltd.
     
10.2   Employment Agreement by and between Brainstorm Cell Therapeutics Ltd. and Eyal Rubin, dated October 31, 2017.
     
99.1   Press release dated November 2, 2017.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BRAINSTORM CELL THERAPEUTICS INC.
     
     
Date: November 3, 2017 By:  /s/ Chaim Lebovits  
    Chaim Lebovits
Chief Executive Officer and President 		 

 

 
 

 

 

Exhibit 10.1

 

2017 AMENDMENT OF WARRANTS AND SUBSCRIPTION AGREEMENT

 

This 2017 Amendment of Warrants and Subscription Agreement (the “ Amendment ”) is entered into by and among ACCBT Corp. (“ ACCBT ”), ACC International Holdings Ltd. (“ ACC ”, and together with ACCBT and their affiliated entities, the “ ACCBT Entities ”), and Brainstorm Cell Therapeutics Inc. (the “ Company ”), dated as of the date executed by the parties hereto, and effective November 5, 2017 (the “ Effective Date ”). Reference is hereby made to that certain Subscription Agreement by and between ACCBT and the Company, dated as of July 2, 2007 (as amended, the “ Subscription Agreement ”), a related Registration Rights Agreement between the Company and ACCBT, and any and all issued and outstanding warrants to purchase Company common stock held by the ACCBT Entities as of the date hereof (the “ ACCBT Warrants ”) and any related documents (all of the foregoing documents together, the “ ACCBT Documents ”). For the avoidance of doubt, stock options and other compensation issued by the Company to Chaim Lebovits shall not be considered ACCBT Warrants or ACCBT Documents and are not amended hereby. Capitalized terms not defined herein shall have the meaning assigned to such terms in the Subscription Agreement.

 

WHEREAS, the parties hereto wish to amend the ACCBT Documents in order to reduce the rights and privileges of the ACCBT Entities under the ACCBT Documents relating to the management of the Company, and that in connection therewith and in consideration therefor, extend the exercisability of the ACCBT Warrants;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

 

1.             Warrant Expiration Date Extension . That the current expiration date for each ACCBT Warrant is hereby extended until November 5, 2022, and that the ACCBT Documents are hereby amended accordingly.

 

2.             Subscription Agreement Amendment . That, as of the Effective Date, Section 5.4 and Section 5.7 of the Subscription Agreement be and hereby are each respectively amended and restated in their entirety as follows:

 

5.4            Board Composition . The Company shall cause the following to take place timely:

 

5.4.1            The Investor shall be entitled to appoint 30% of the Board of Directors of the Company and its subsidiary (fractions to be rounded up to the nearest whole number), unless the rules of the SEC or any applicable securities exchange prohibit such.

 

5.4.2            The Investor’s right to designate members of the Board of Directors shall automatically terminate at such time as the Investor holds less than 5% of the issued and outstanding share capital of the Company. In addition, the Investor’s rights under this §5.4 are subject to the rules and regulations of any applicable securities exchange.

 

 
 

 

5.7            Protective Provisions . For so long as the Investor holds (taking into account, for the avoidance of doubt, a designee of ACCBT) at least 5% of the issued and outstanding share capital of the Company, no obligation of the Company (which, for purposes of this Section is deemed to include any subsidiary of the Company) will be entered into, no decision will be made, and no action will be taken by or with respect to the Company, either directly or indirectly (including by merger, consolidation or reclassification, or through the making of any shareholder proposal by any of its shareholder), with respect to the following matters without the written consent of the Investor:

 

5.7.1            The sale, lease, exchange or other disposition granting of a security interest in, or exclusive license of, any material part of or all or substantially all of the property or assets (including intellectual property) of the Company or the incurrence of any Indebtedness or capital expenditures greater than $500,000 (except in the ordinary course of business); or

 

5.7.2            Pay any compensation to any officer, director or employee involving a cash or cash equivalent commitment of more than US$500,000 per annum (not taking into account any share-based awards pursuant to a board approved plan or existing arrangements).

 

3.             Prior Actions Waiver . The ACCBT Entities hereby waive: (i) any preemptive rights, including rights to receive an offer to purchase shares or notice of issuance of shares, that the ACCBT Entities have or may have had, arising from any and all share issuances by the Company (including any options, warrants or other rights to purchase securities) prior to the Effective Date (“ Prior Issuances ”), and the ACCBT Entities hereby consent to each such Prior Issuance; (ii) any anti-dilution rights contained in the ACCBT Documents, including the ACCBT Warrants, that the ACCBT Entities have or may have had, arising from or in connection with any Prior Issuance; (iii) any registration rights that the ACCBT Entities have or may have had, arising from or in connection with the Prior Issuances; and (iv) any notice or consent rights required for actions taken by the Company on or prior to the date hereof, including any such notice or consent rights pursuant to Section 5.7 of the Subscription Agreement. The foregoing shall only waive and consent to the preemptive rights, anti-dilution rights, registration rights, notice provisions, consent rights and delivery requirements relating to prior actions of the Company. This waiver shall not constitute a waiver of any other rights or consent to any other action.

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

 

  ACCBT CORP.
   
   
  By:  /s/ Chaim Lebovits
  Name:
Title: 		Chaim Lebovits
Director
     
     
  ACC INTERNATIONAL HOLDINGS LTD.
     
     
  By: /s/ Chaim Lebovits
  Name:
Title: 		Chaim Lebovits
Director
     
     
  BRAINSTORM CELL THERAPEUTICS INC.
     
     
  By: /s/ Uri Yablonka
  Name:
Title: 		Uri Yablonka
EVP and Chief Business Officer

 

 

 

[2017 Amendment of Warrants and Subscription Agreement]

 

 
 

 

 

Exhibit 10.2

 

EMPLOYMENT AGREEMENT

 

Executed on this 31 day of October, 2017

 

This Employment Agreement (the “ Agreement ”) is entered into by and between Brainstorm Cell Therapeutics Ltd. , with offices at 12 Bazel Street, Petach Tikva, Israel (the “ Company ”) and Mr. Eyal Rubin, I.D. No. ###-##-#### of [_____________] (the “ Executive ”).

 

EMPLOYMENT AND COMPENSATION

 

1. The Company has agreed to employ Executive on an at will basis and Executive has agreed to become so employed, on the terms and conditions set forth herein. The commencement date of the employment, Executive’s position, the reporting duties and other work-related terms, including salary, entitlements and fringe benefits, are specified in Appendix A attached hereto.

 

2. Executive undertakes to devote Executive’s full working time, attention, skill, and effort exclusively to the performance of Executive’s duties and undertakes not to engage, whether as an employee or otherwise, in any business, commercial or professional activities, whether or not for compensation, during Executive’s employment, without the prior written consent of the Company. Nothing contained herein shall derogate from Executive’s undertakings in Appendix B attached hereto. Notwithstanding anything to the contrary contained in this Agreement or exhibits or schedules hereto, the Company acknowledges and agrees that the Executive currently serves, and shall continue to serve during the term of his employment under this Agreement, as  a faculty member in an MBA program as well as a member of the board of directors of Priortech and certain affiliated entities, and such other Boards as the Company’s Chief Executive Officer shall from time to time approve, and that the Executive shall be entitled to receive monetary consideration for such services, so long as any such activities, either singly or in the aggregate, do not interfere with the proper performance of the Executive’s duties and responsibilities to the Company or conflict or compete with the Company’s activities as currently conducted or as proposed to be conducted at any time.

 

3. This Agreement may be terminated by either party at any time by giving the other party hereto a prior written notice of such termination, as specified in Appendix A (the “ Notice Period ”). This Agreement shall remain in full force and effect during the Notice Period and the Executive shall be entitled to all compensation and benefits set forth in this Agreement.

 

4. Notwithstanding anything to the contrary in Section 3 above, the Company may terminate the Executive’s employment at any time for Cause. In any event of termination for Cause, the Employment under this Agreement shall forthwith terminate and thereafter the Company shall not have any further liability or obligation towards Executive, including with respect to Notice Period. The term “ Cause ” means: (i) intentional or gross willful misconduct by Executive in connection with the Executive’s duties under this Agreement in a manner that causes (or is likely to cause) material harm to the Company in the Company’s reasonable opinion, (ii) Executive’s indictment for, conviction of, or entry of a plea of guilty or no contest or similar plea with respect to any felony, acts of fraud, embezzlement, theft, or dishonesty , or a material and intentional breach of Executive’s undertaking in Appendix B attached hereto (which such breach, if curable, was not cured within 7 days that the Executive received written notice of such breach) , (iii) misappropriation by Executive of the assets or business opportunities of the Company or its affiliates, or (iv) a ny intentionally wrongful act or omission by the Executive that has a material adverse effect on the reputation or business of the Company or any of its subsidiaries or affiliates, (v) Executive knowingly allowing any third party to commit any of the acts described in the preceding clause (iii) against the Company .

 

5. Executive shall have no lien on any of the Company’s assets, equipment or any other material in Executive’s possession. Executive shall return to the Company all Company’s equipment no later than the day of termination of employer-employee relationship, prior to any unpaid leave or within 7 days following Company’s demand.

 

6. Nothing herein shall derogate from any right Executive may have, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or any other agreement with respect to the terms of Executive’s employment, which cannot be stipulated against.

 

Company: ___________ Executive: ___________
  - 2 -  

 

SPECIAL POSITION

 

7. It is agreed that the Executive’s position is a management position which requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951 (the “ Working Hours and Rest Law ”). Therefore, Executive shall not be granted any other compensation or payment other than expressly specified in Appendix A. Executive undertakes not to claim that the Working Hours and Rest Law applies to Executive’s employment with the Company. Executive acknowledges the legitimacy of the Company’s requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the Working Hours and Rest Law), and Executive undertakes to reasonably comply with such requirements of the Company. Executive acknowledges that the compensation to which Executive is entitled pursuant to this Agreement constitutes adequate compensation for Executive’s work during “overtime” or “weekly rest-hours”. Notwithstanding the foregoing, the Executive shall not be required to work on Saturdays or Jewish holidays.

 

NON DISCLOSURE, COMPETITIVE ACTIVITY AND OWNERSHIP OF INVENTIONS

 

8. Simultaneously with the signing of this Agreement, Executive shall sign the Non-Disclosure, Unfair Competition and Ownership of Inventions Undertaking in favor of the Company, attached hereto as Appendix B .

 

MUTUAL UNDERSTANDINGS RELATED TO THE EXECUTIVE’S POSITION

 

Each of Executive and the Company agrees and acknowledges that:

 

9. The scope of Executive’s responsibilities as the Company’s chief financial officer shall include*:

 

(i) primary responsibility for financial reporting and general financial compliance;

 

(ii) oversight of investor relations responsibilities, including without limitation, initiating and managing relationships with new institutional / significant investors, investment banks and analysists;

 

(iii) support (and in some cases primary responsibilities) of the Company’s various business development initiatives/projects (e.g., pursuing commercialization opportunities in new markets such as Asia);

 

(iv) work in close coordination with the CEO on major operational activities of the Company; and

 

(v) other tasks and responsibilities that may be assigned to Executive by the Company’s Chief Executive Officer (the “CEO”) and/or the Company’s board of directors (the “Board”) from time to time during his employ.

 

*Each of the foregoing shall apply equally to the Company and to each of the Company’s affiliates.

 

10. Executive acknowledges that he is expected to, and will be required to travel in connection with his position in the Company. During those times when Executive is not travelling on behalf of the Company, he will be required to work out of the Company’s headquarters in Petach Tikva.

 

11. Notwithstanding anything in this Agreement to the contrary, Executive shall follow the directions assigned to him by the CEO and will ensure to keep the CEO informed of all new developments, challenges, issues, opportunities and accomplishments, as well as all communications between Executive and the Board.

 

EXECUTIVE’S REPRESENTATIONS AND UNDERTAKINGS

 

Executive represents, warrants, and undertakes all of the following:

 

12. Executive has the ability, knowledge and qualifications needed to perform Executive’s obligations under this Agreement.

 

Company: ___________ Executive: ___________
  - 3 -  

 

13. There are no other undertakings or agreements preventing, restricting or limiting the fulfillment of Executive’s obligations under this Agreement. Executive shall not, by entering into this Agreement and performing Executive’s obligations hereunder, be deemed to be: (i) violating any right of Executive’s former employer(s), or (ii) in breach of or in conflict with, any of Executive’s obligations towards Executive’s former employer(s) or under any agreement or obligation to which Executive is bound.

 

14. Executive shall inform the Company of any matter in which Executive or Executive’s immediate family has a personal interest and which might give rise to a conflict of interest with Executive’s duties under the terms of Executive’s employment, immediately upon becoming aware of such matter.

 

15. Executive shall not receive any benefit from any third party, directly or indirectly in connection with Executive’s employment. In the event Executive breaches this undertaking, without derogating from any of the Company’s rights, such benefit or its value shall become the sole property of the Company and the Company may deduct the value of such benefit from any payment Executive may be entitled to. This section does not apply to gifts or benefits with insignificant value.

 

16. In carrying out Executive’s duties, Executive shall not act in a way which contradicts the signature rights of the Company.

 

17. Executive acknowledges and agrees that from time to time Executive may be required by the Company to travel and stay abroad as part of Executive’s obligations under this Agreement.

 

18. Unless otherwise provided under this Agreement or valid Company’s procedures, Executive will use the Company’s computers/laptops and email system (including by smartphone) (the “ Company’s Computers ”) for the purpose of Executive’s employment, except for reasonable personal use.

 

19. Executive acknowledges and agrees as follows: (i) the Company shall have the right to allow other employees and other third parties to use the Company’s Computers; (ii) the Company shall have the right to conduct inspections on any and all of the Company’s Computers, including inspections of email transmissions, internet usage and inspections of their content and shall have the right to use the findings of such inspections for the Company’s purposes, subject to applicable law.

 

20. Executive acknowledges and agrees that information related to the Executive and the Executive’s terms of employment at the Company, as shall be received and held by the Company (the “ Information ”), may be transferred to third parties, including those located abroad, subject to: (a) that such transfer shall be made only in order for the Company to comply with any relevant legal requirements or due to business purposes of the Company (including transactions related with the Company); (b) that the transferred Information shall be limited to the reasonable and necessary scope; and (c) that the receiver of the Information shall undertake, to the extent possible, to preserve the privacy of the Information, at least at the level of privacy kept by the Company itself regarding the Information.

 

21. In the event this Agreement is terminated for any reason whatsoever, Executive shall cooperate with the Company and exercise Executive’s best efforts to assist in the integration of the person or persons who will assume Executive’s responsibilities into the Company. In addition, Executive hereby acknowledges and agrees that all Personal Property and equipment furnished to or prepared by Executive in the course of or incident to his employment by the Company belongs to the Company and shall be promptly returned to the Company upon termination of his employment. As used in this Clause 21, “ Personal Property ” includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), and all other proprietary information relating to the business of the Company or any affiliate. Following termination, Executive will not retain any written or other tangible material containing any proprietary information or Confidential Information (as defined below) of the Company or any affiliate. Upon termination of employment, Executive shall be deemed to have resigned from all offices then held with the Company or any affiliate.

 

Company: ___________ Executive: ___________
  - 4 -  

 

GENERAL PROVISIONS

 

22. This Agreement and the rights and duties hereunder are personal to Executive and shall not be assigned, delegated, transferred, pledged or sold by Executive without the prior written consent of the Company. Executive hereby acknowledges and agrees that the Company may assign, delegate, transfer, pledge or sell this Agreement and the rights and duties hereunder (a) to an affiliate of the Company or (b) to any third party in connection with (i) the sale of all or substantially all of the assets of the Company or (ii) an equity purchase, merger, or consolidation involving the Company, provided however, that if such change shall effect the position, authorities or terms of employment of the Executive, the Executive shall have the right to terminate this Agreement within 90 days of such change whereupon such termination shall be deemed for the purposes of this Agreement as termination without Cause by the Company and shall entitle the Executive to all rights under this Agreement applicable upon termination not for cause. This Agreement shall inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives, successors and assigns.

 

23. This Agreement and all Appendices attached hereto constitute the entire agreement between the parties and supersede all prior agreements, proposals, understandings and arrangements, if any, whether oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may be amended, supplemented or modified only by a written instrument duly signed by or on behalf of each party hereto.

 

24. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Tel-Aviv-Jaffa, Israel.

 

25. Any notice or other communication in connection with this Agreement must be in writing to the address set forth in the preamble to this Agreement (or to such other address as shall be specified by like notice), sent via registered mail, messenger or email. Such notice shall be deemed given after four (4) business days, if sent via registered mail; after one (1) day if sent by messenger, provided a proof of delivery has been received; after one (1) day if sent by email, provided however, that a computerized automatic “received” approval (delivery receipt) was sent by the email server.

 

26. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and enforced to the extent possible or modified in such a way as to make it enforceable, and the invalidity, illegality or unenforceability thereof shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement.

 

27. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

In addition to Executive’s other representations and warranties contained in this Agreement, Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity that restricts Executive from serving in the position and/or performing the Executive Duties set forth herein, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms, and (iv) Executive has never filed for personal bankruptcy, been the subject of an SEC disciplinary matter or been sanctioned by the SEC, been convicted or plead no contest to any crime (other than minor traffic violations), or been held liable in a court of law for acts of dishonesty in a business context.

 

Executive acknowledges that: (1) he has read and fully understood all the provisions of this Agreement and its appendices; (2) he was given the opportunity to consult with third parties, including his attorneys; (3) This Agreement was signed at Executive’s own free will.

 

Company: ___________ Executive: ___________
  - 5 -  

 

 

IN WITNESS WHEREOF , this Agreement has been executed as of the Effective Date.

 

  THE COMPANY:  
     
  BRAINSTORM CELL THERAPEUTICS LTD.
     
     
  By:  /s/ Chaim Lebovits  
    Name: Chaim Lebovits
Title: President and Chief Executive Officer 		 
       
       
  EXECUTIVE:  
       
       
  By: /s/ Eyal Rubin  
    Name: Eyal Rubin  
    Title: In his individual capacity  

 

Company: ___________ Executive: ___________
  - 6 -  

 

APPENDIX A

 

TERMS OF EMPLOYMENT AND COMPENSATION

 

1. Commencement Date, Position and Reporting – Executive’s employment shall commence on November 20 th , 2017 (the “ Commencement Date ”), in the position of Executive Vice President, Chief Financial Officer. Executive shall report directly to the Company’s CEO as well as its Board.

 

2. Notice Period – sixty (60) days.

 

3. Salary – A gross monthly salary of NIS 59,000 (the “ Salary ”). The Salary shall be payable in accordance with the Company’s regular payroll practices ( e.g ., timing of payments and standard employee deductions, such as income and employment tax withholdings) and as required by law.

 

Any payment or benefit under this Appendix A, other than the Salary, shall not be considered as a salary for any purpose whatsoever, and the Executive shall not maintain or claim otherwise unless required by law.

 

4. Bonus – Executive shall receive an annual cash bonus equal to 25% of Executive’s Annual Base Salary paid pro-rata on a quarterly basis. The “Executive’s Annual Base Salary” shall equal: (x) the Salary; multiplied by (y) 12.

 

5. Equity Grants – On the Commencement Date, Brainstorm Cell Therapeutics, Inc. (the “Parent”) shall grant (the “Restricted Stock Grant”) to the Executive 25,000 shares of restricted common stock of the Parent, $0.00005 par value per share (“Common Stock”) under the Parent’s 2014 Global Share Option Plan (the “Plan”), which shall vest as to 100% of the award on April 1, 2018, provided Executive remains continuously employed by the Company from the date of grant through the vesting date. The Restricted Stock Grant shall be contingent upon Executive’s execution of one or more restricted stock agreements in such form and substance as may reasonably be determined by the Parent. In the event of Executive’s termination of employment prior to April 1, 2018, the Restricted Stock Grant shall automatically be immediately forfeited in its entirety to the Parent, without the payment of any consideration to Executive. On the Commencement Date, Executive shall be granted an option to purchase up to 93,686 shares of Common Stock (the “Option”) at an exercise price per share equal to the fair market value of the Common Stock on the date of execution of this Agreement (as determined based on the price per share of the Common Stock immediately preceding normal trading hours on the date of execution of this Agreement, according to Nasdaq). The Option shall vest and become exercisable as follows: 25% of the shares underlying the Option shall vest and become exercisable on each of the first, second, third and fourth anniversary of the date of grant, until fully vested and exercisable on the fourth anniversary of the date of grant, provided the Executive remains continuously employed by the Company from the date of grant through each applicable vesting date. The Option shall have a ten (10) year term. The Option shall be subject to accelerated vesting upon a Change of Control (defined below) of the Parent or Material Secondary Public Offering of the Parent (where “Material” is defined as a new offering at an amount equal to or greater than the market cap of the Parent, pre-money) and such other accelerated vesting as provided in this Agreement or the Plan (and any award agreement evidencing such grant, to the extent such award agreement contains more preferential terms). Any unvested shares (after taking into account any accelerated vesting) underlying the Option as of the date of the employment termination shall automatically terminate. Unless otherwise provided in the Plan, the Executive shall have three (3) months after termination of Executive’s employment with the Company to exercise the Option to the extent then vested and exercisable. The Option shall be issued under and subject to the terms of the Plan, and is conditional upon execution of one or more option agreements in a form provided by the Parent and all other required documents and agreements required by the Parent. Executive undertakes to take all actions and to sign all documents required, at the discretion of the Parent, in order to give effect to and enforce the above terms and conditions. Any taxes and compulsory payments in connection with the Option (including with respect to the grant, exercise or sale of the Option or the shares receivable upon their exercise) shall be borne solely by Executive.

 

Company: ___________ Executive: ___________
  - 7 -  

 

For the purposes of this Agreement “Change of Control” means the first to occur of any of the following: (i) The sale, transfer, conveyance or other disposition by the Parent, in one or a series of related transactions, whereby an independent third party(s) becomes the beneficial owner of a majority of the voting securities of the Parent; (ii) any merger, consolidation or similar transaction involving the Parent, other than a transaction in which the stockholders of the Parent immediately prior to the transaction hold immediately thereafter in the same proportion as immediately prior to the transaction not less than 50% of the combined voting power of the then voting securities with respect to the election of the Board of Directors of the resulting entity; or (iii) any sale of all or substantially all of the assets of the Parent. Notwithstanding the foregoing, no change in ACCBT Corp., ACC International Holdings Ltd. or their affiliates’ ownership of the Parent shall be deemed a Change of Control under this Agreement, and none of the following shall, either together or alone, constitute a Change of Control: (A) the subscription for, or issuance of Parent securities (whether or not constituting more than 50% of the Parent’s issued and outstanding securities (unless such subscription or issuance would result in a Change of Control under clause (i) above)); (B) the issuance or exercise of Board appointment or nomination rights of any kind (whether or not relating to a majority of Board members); (C) preemptive rights to purchase securities of the Parent, or the exercise of such rights; (D) the right to consent to Parent corporate actions; or (E) the exercise of warrants or options.

 

6. Pension Arrangements – As of the Commencement Date, the Company shall insure the Executive under an accepted ‘Managers’ Insurance’ plan (the “ Managers’ Insurance Policy ”), a Pension Fund (the “ Pension Fund ”) or a combination of both, at Executive’s choice, according to the following rates and conditions:

 

6.1. Managers’ Insurance Policy :

 

6.1.1. Disability Insurance – The Company, at its own discretion and expense, shall purchase a disability insurance, under normal and acceptable conditions, which would insure 75% of the Salary (the “ Disability Insurance ”). The Company’s contribution for Disability Insurance shall, in no circumstances, exceed the amount of 2½% of the Salary.

 

6.1.2. Severance – an amount equal to 8⅓% of the Salary;

 

6.1.3. Company’s contribution towards pension – the difference between 6.5% of the Salary and the actual percentage of the Salary contributed towards Disability Insurance, provided that the Company’s contribution towards pension shall not be lesser than 5% of the Salary.

 

6.1.4. Executive’s contribution towards pension – 6% of the Salary.

 

6.2. Pension Fund : Severance – an amount equal to 8⅓% of the Salary; Pension - an amount equal to 6.5% of the Salary. In addition, the Company will deduct from Executive’s monthly paycheck a sum equal to 6% of the Salary as Executive’s contribution.

 

7. Pension Funds Release – The Company and Executive agree to adopt the provisions of the “General Approval of the Minister of Labor and Social Welfare Regarding Payments by Employers to a Pension Fund and Insurance Fund in lieu of Severance Pay”, which was issued in accordance with the Severance Pay Law, 1963 (the “ General Acknowledgement ”), as amended from time to time. The General Acknowledgment is attached to this Agreement as Appendix C . The Company waives any right that it may have for the repayment of any monies paid by it to the Managers’ Insurance Policy and/or the Pension Fund, unless the right of Executive to severance has been revoked by a judicial decision, under Section 16 or 17 of the Severance Pay Law, 1963 (to the extent of such revocation) or in case Executive withdrew monies from the Pension Fund or the Insurance Fund for any reason other than death, disability or retirement at the age of sixty or thereafter.

 

Executive hereby acknowledges and confirms that the Company’s contributions towards the Executive’s Insurance Policy and/or the Pension Fund are and shall be in lieu of severance pay, if Executive shall be entitled to such, according to Section 14 of the Severance Pay Law, 1963 and in accordance with the General Acknowledgement.

 

8. Study Fund (“Keren Hishtalmut”) –

 

The Company and Executive shall maintain a ‘Keren Hishtalmut’ Fund (the “ Keren Hishtalmut Fund ”). The Company shall contribute to such Keren Hishtalmut Fund an amount equal to 7.5% of Salary payments, and the Executive shall contribute to the Keren Hishtalmut Fund an amount equal to 2.5% of Salary payments. Executive hereby instructs the Company to transfer to such Keren Hishtalmut Fund the amount of Executive’s contribution from each Salary payment. In the event that payments to the Keren Hishtalmut Fund exceed the maximum tax-exempt amount prescribed by the Income Tax Ordinance, then any amounts exceeding such maximum shall be recognized as ordinary income for Tax purposes on the date of contribution to such Keren Hishtalmut Fund.

 

Company: ___________ Executive: ___________
  - 8 -  

 

9. Vacation – Executive shall be entitled to 24 paid working days as vacation days (the “ Vacation Days ”), with respect to each full year of continuous employment with the Company. Executive shall be entitled to carry forward up to 15 unused vacation per year, with a total accumulated unused vacation days not to exceed 45 days.

 

10. Sick Leave – Executive shall be entitled to sick leave in accordance with the provisions of the Sick Pay Law, 1976. In the event Executive is absent from work due to illness, Executive shall notify the Company of the illness on the first day of absence, unless Executive is unable to provide such notice due to Executive’s medical condition, in which case the notice will be delivered as soon as possible. Such notice shall include, inter alia, the estimated period in which Executive will be absent from work.

 

11. Recuperation Pay – Executive shall be entitled to Recuperation Pay (“ Dmey Havra’a ”) of 12 days.

 

12. Special Severance – If the Company terminates this Agreement or Executive’s employment hereunder without Cause (as defined in Section 4 of the Agreement), the Company shall: (i) pay the Executive, as a special severance pay, an amount equal to six (6) months of his then-current Salary payable in a lump sum payment within sixty (60) days following the effective termination date; and (ii) pay the Executive within thirty (30) days following the effective termination date any portion of the bonus compensation that Executive would otherwise be entitled to receive during the six (6) month period following the termination if his employment would not have been terminated. Notwithstanding anything to the contrary, none of the foregoing compensation (or any other except as required by applicable law) shall be payable to Executive unless or until Executive executes and delivers a full and general waiver and release to the Company (in favor of the Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form reasonably acceptable to the Company and Executive, such waiver and release to be delivered by Executive simultaneously with payment of the compensation set forth in items (i) and (ii) of this Section 12 (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law).

 

13. Car – The Company shall provide Executive with a car of a make and size of no less than class 6 as defined by the Israeli Tax Authorities (the “ Car ”). The Company shall bear the following costs of the Car: purchase or lease costs, governmental licenses, insurance, gasoline, repairs and gross up of any tax obligations in connection with the car benefits. The Company shall not bear any other cost including tickets, fines of any kind, damages with respect to collisions which are not covered by the insurance and toll road fees. Executive shall: (i) take good care of the Car and ensure the provisions and conditions of any insurance policy relating thereto are observed (including the provisions with respect to the safeguarding of the Car); and (ii) shall use the Car in accordance with the Company’s policy as shall be in effect from time to time; and (iii) in the event that Executive’s employment terminates for whatever reason, Executive will forthwith return the Car to the Company with the keys and all licenses and other documentation relating to the Car. Executive shall not have any lien with respect to the Car or any document or property relating thereto. The provision of the Car is in lieu of payment of travel allowance.

 

14. Business Expenses – The Company shall reimburse Executive for necessary and customary business expenses incurred by Executive, in accordance with the Company’s policy, as amended from time to time.

 

15. Taxes – The Company shall withhold, deduct, transfer and/or charge Executive with all taxes and other compulsory payments as required under law in respect of, or resulting from, the compensation paid to or received by Executive and in respect of all the benefits to which Executive is or may be entitled.

 

Company: ___________ Executive: ___________
  - 9 -  

 

16. Travel Arrangements – The Company shall arrange for and bear the expenses reasonably incurred in respect of airline tickets for any travel required from the Executive by the Company in connection with Executive’s employment. In the event of a required flight exceeding six (6) hours, the ticket purchased shall be a business class ticket.

 

Company: ___________ Executive: ___________
  - 10 -  

 

APPENDIX B

 

THIS UNDERTAKING (“ Undertaking ”) is entered into as of the [20] day of November, 2017, by Mr. Eyal Rubin, I.D. No. ###-##-#### an individual residing at [______________] (the “ Executive ”).

 

WHEREAS , Executive wishes to be employed by Brainstorm Cell Therapeutics Ltd. (the “ Company ”); and

 

WHEREAS , it is critical for the Company to preserve and protect its Confidential Information (as defined below) and its rights in Inventions (as defined below) and in all related intellectual property, and Executive is entering into this Undertaking as a condition to Executive’s employment with the Company.

 

NOW, THEREFORE, the Executive undertakes and warrants towards the Company as follows:

 

References herein to the term “ Company ” shall include any of the Company’s direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assigns.

 

1. Confidentiality.

 

1.1. Executive acknowledges that Executive may have access to information that relates to the Company, its business, assets, financial condition, affairs, activities, plans and projections, customers, suppliers, partners, and other third parties with whom the Company agreed or agrees, from time to time, to hold information of such party in confidence (the “Confidential Information ”). Confidential Information shall include, without limitation, information, whether or not marked or designated as confidential, concerning technology, products, research and development, patents, copyrights, inventions, trade secrets, test results, formulae, processes, data, know-how, marketing, promotion, business and financial plans, policies, practices, strategies, surveys, analyses and forecasts, financial information, customer lists, agreements, transactions, undertakings and data concerning employees, consultants, officers, directors, and shareholders. Confidential Information includes information in any form or media, whether documentary, written, oral, magnetic, electronically transmitted, through presentation or demonstration or computer generated. Confidential Information shall not include information that: (i) has become part of the public domain not as a result of a breach of any obligation owed by Executive to the Company; or (ii) is required to be disclosed by law or the binding rules of any governmental organization, provided, however, that Executive gives the Company prompt notice thereof so that the Company may seek a protective order or other appropriate remedy, and further provided, that in the event that such protective order or other remedy is not obtained, Executive shall furnish only that portion of the Confidential Information which is legally required, and shall exercise all reasonable efforts required to obtain confidential treatment for such information.

 

1.2. Executive acknowledges and understands that the employment by the Company and the access to Confidential Information creates a relationship of confidence and trust with respect to such Confidential Information.

 

1.3. During the term of Executive’s employment and at any time after termination or expiration thereof, for any reason, Executive shall keep in strict confidence and trust, shall safeguard, and shall not disclose to any person or entity, nor use for the benefit of any party other than the Company, any Confidential Information, other than with the prior express consent of the Company.

 

1.4. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Company or of the third party providing such Confidential Information to the Company, as the case may be. Without limitation of the foregoing, Executive agrees and acknowledges that all memoranda, books, notes, records, email transmissions, charts, formulae, specifications, lists and other documents (contained on any media whatsoever) made, reproduced, compiled, received, held or used by Executive in connection with the employment by the Company or that otherwise relates to any Confidential Information (the “ Confidential Material ”), shall be the Company’s sole and exclusive property and shall be deemed to be Confidential Information. All originals, copies, reproductions and summaries of the Confidential Materials shall be delivered by Executive to the Company upon termination or expiration of Executive’s employment for any reason, or at any earlier time at the request of the Company, without Executive retaining any copies thereof.

 

Company: ___________ Executive: ___________
  - 11 -  

1.5. During the term of Executive’s employment with the Company, Executive shall not remove from the Company’s offices or premises any Confidential Material unless and to the extent necessary in connection with the duties and responsibilities of Executive and permitted pursuant to the then applicable policies and regulations of the Company. In the event that such Confidential Material is duly removed from the Company’s offices or premises, Executive shall take all actions necessary in order to secure the safekeeping and confidentiality of such Confidential Material and return the Confidential Material to their proper files or location as promptly as possible after such use.

 

1.6. During the term of Executive’s employment with the Company, Executive will not improperly use or disclose any proprietary or confidential information or trade secrets, and will not bring onto the premises of the Company any unpublished documents or any property, belonging to any former employer or any other person to whom Executive has an obligation of confidentiality and/or non-use (including, without limitation, any academic institution or any entity related thereto), unless generally available to the public or consented to in writing by that person.

 

2. Unfair Competition and Solicitation .

 

2.1. Executive undertakes that during the term of employment with the Company Executive shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company.

 

2.2. Executive undertakes that for a period of six (6) months following termination of Executive’s employment for whatever reason Executive shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which is reasonably likely to involve or require the use of any of the Company’s Major Assets, as defined below. Executive confirms that engagement, establishment, opening or involvement, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company as conducted during the term of employment or contemplated, during such term, to be conducted, is likely to require the use of all or a portion of the Company’s Major Assets.

 

2.3. Executive hereby declares that he/she is aware that a portion of the Salary contains additional consideration in exchange for the Executive fully undertaking the non-compete provisions in Sections ‎2.1 and ‎2.2 above. Notwithstanding anything in this provision, the Executive declares that he/she is financially capable of undertaking these non-compete provisions.

 

2.4. Executive undertakes that during the term of employment with the Company and for a period of twelve (12) months thereafter: (i) Executive shall not, directly or indirectly, solicit, hire or retain as an employee, consultant or otherwise, any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s employment with the Company; and (ii) Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with the Company.

 

2.5. Executive acknowledges that in light of Executive’s position with the Company and in view of Executive’s exposure to, and involvement in, the Company’s sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans (the “ Company’s Major Assets ”), the provisions of this Section ‎2 above are reasonable and necessary to legitimately protect the Company’s Major Assets, and are being undertaken by Executive as a condition to the employment of Executive by the Company. Executive confirms that Executive has carefully reviewed the provisions of this Section 2, fully understands the consequences thereof and has assessed the respective advantages and disadvantages to Executive of entering into this Undertaking and, specifically, Section 2 hereof.

 

Company: ___________ Executive: ___________
  - 12 -  

 

3. Ownership of Inventions.

 

3.1. Executive will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others, during Executive’s employment with the Company (including after hours, on weekends or during vacation time) and relating to the Company’s Major Assets (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “ Invention(s) ”) immediately upon discovery, receipt or invention as applicable.

 

3.2. Executive agrees that all the Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all other rights of any kind or nature, including moral rights, in connection with such Inventions. Executive hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same; (vi) any and all title, rights and interest in and to any Invention; and (vii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. Executive also hereby forever waives and agrees never to assert any and all Moral Rights Executive may have in or with respect to any Inventions, even after termination of employment on behalf of the Company. “ Moral Rights ” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

 

3.3. Executive has attached hereto, as Exhibit B-1 , a list describing all information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that: (i) were developed by the Executive prior to the Executive’s engagement with the Company (collectively, the “ Prior Inventions ”), (ii) relate to the Company’s actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if Exhibit B-1 is incomplete or if no such list is attached, the Executive represents that there are no such Prior Inventions.

 

3.4. Executive further agrees to perform, during and after employment, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense, in obtaining, maintaining, defending and enforcing the Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Executive’s agents and attorneys-in-fact to act for and on Executive’s behalf and instead of Executive, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Executive.

 

Company: ___________ Executive: ___________
  - 13 -  

 

3.5. Executive shall not be entitled to any monetary consideration or any other consideration except as explicitly set forth in the employment agreement between Executive and the Company. Without limitation of the foregoing, Executive irrevocably confirms that the consideration explicitly set forth in the employment agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention, including under Section 134 of the Israeli Patent Law - 1967. Any oral understanding, communication or agreement with respect to the matters set forth herein, not memorialized in writing and duly signed by the Company, shall be void.

 

4. General .

 

4.1. Executive represents that the performance of all the terms of this Undertaking and Executive’s duties as an employee of the Company does not and will not breach any invention assignment, proprietary information, non-compete, confidentiality or similar agreements with, or rules, regulations or policies of, any former employer or other party (including, without limitation, any academic institution or any entity related thereto). Executive acknowledges that the Company is relying upon the truthfulness and accuracy of such representations in employing Executive.

 

4.2. Executive acknowledges that the provisions of this Undertaking serve as an integral part of the terms of Executive’s employment and reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof.

 

4.3. Executive recognizes and acknowledges that in the event of a breach or threatened breach of this Undertaking by Executive, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive relief to enforce this Undertaking (without limitation to any other remedy at law or in equity).

 

4.4. This Undertaking is governed by and construed in accordance with the laws of the State of Israel, without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Tel-Aviv-Jaffa, Israel.

 

4.5. If any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Undertaking shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Undertaking. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.

 

4.6. The provisions of this Undertaking shall continue and remain in full force and effect following the termination or expiration of the employment relationship between the Company and Executive, for whatever reason. This Undertaking shall not serve in any manner so as to derogate from any of Executive’s obligations and liabilities under any applicable law.

 

4.7. Executive hereby consents that, following the termination or expiration of the employment relationship hereunder, the Company may notify the Executive’s new employer about the Executive’s rights and obligations under this Undertaking.

 

4.8. This Undertaking constitutes the entire agreement between Executive and the Company with respect to the subject matter hereof and supersedes all prior agreements, proposals, understandings and arrangements, if any, whether oral or written, with respect to the subject matter hereof. No amendment, waiver or modification of any obligation under this Undertaking will be enforceable unless set forth in a writing signed by the Company. No delay or failure to require performance of any provision of this Undertaking shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

 

Company: ___________ Executive: ___________
  - 14 -  

 

4.9. This Undertaking, the rights of the Company hereunder, and the obligations of Executive hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights under this Undertaking. Executive may not assign, whether voluntarily or by operation of law, any of its obligations under this Undertaking, except with the prior written consent of the Company.

 

 

IN WITNESS WHEREOF , the undersigned, has executed this Undertaking as of the date first mentioned above.

 

 

By: /s/Eyal Rubin  
Name: Eyal Rubin  

 

Company: ___________ Executive: ___________
  - 15 -  

 

APPENDIX C

 

General Approval Regarding Payments by Employers to a Pension Fund and Insurance Fund in lieu of Severance Pay

 

In accordance with the Severance Pay Law 5723-1963

 

By virtue of my authority under Section 14 of the Severance Pay Law 5723-1963 (hereinafter, the “Law”), I hereby confirm that payments made by an employer beginning on the date this authorization is publicized, for its employee, towards a comprehensive pension in a provident fund for benefit payments, which is not an insurance fund as implied in the Income Tax Regulations (Rules for Approving and Managing Provident Funds) 5724-1964 (hereinafter, a “Pension Fund”), or towards Managers’ Insurance that includes an option for benefit payments (hereinafter, an “Insurance Fund”) or a combination of payments towards a Pension Fund and an Insurance Fund (hereinafter, “Employer Payments”), shall be in lieu of the severance pay to which the said employee is entitled for the wages of which the said payments were paid and the period for which they were paid (hereinafter, the “Exempted Salary”), provided the following conditions shall be met:

 

1. Employer Payments –

 

(a) To a Pension Fund are not less than 14.33% of the Exempted Salary or 12% of the Exempted Salary if the employer pays for his employee, in addition to this, supplementary severance payments towards a Severance Pay Fund or an Insurance Fund in the name of the employee, at a rate of 2.33% of the Exempted Salary. If the employer does not pay the said 2.33% in addition to the 12%, its payments shall be only in lieu of 72% of the employee’s severance pay.

 

(b) To an Insurance Fund are not less than one of the following:

 

(1) 13 1/3% of the Exempted Salary, if the employer pays for its employee payments for additional monthly income support in case of employee’s inability to work, through a plan approved by the Supervisor for Capital Markets, Insurance and Savings in the Ministry of Finance, at a rate necessary to guarantee at least 75% of the Exempted Salary, or at a rate of 2 1/2% of the Exempted Salary, whichever is lower (hereinafter, “Loss of Work Capacity Insurance”).

 

(2) 11% of the Exempted Salary, if the employer paid an additional Payment for the Loss of Work Capacity Insurance, and in such case the employer’s payments shall be only in lieu of 72% of the employee’s severance pay. If, in addition to such payments, the employer has also paid payments for the supplement of severance pay to a Severance Pay Fund or an Insurance Fund under the name of the employee at a rate of 2 1/3% of the Exempted Salary, the employer’s payments shall be in lieu of 100% of the employee’s severance pay.

 

2. Not later than three months from the commencement of the employer’s payments a written agreement shall be prepared between the employer and the employee, which shall include:

 

(a) The employee’s agreement to an arrangement in accordance with this authorization, in wording that specifies the employer’s payments and the Pension Fund and the Insurance Fund, as relevant. The said agreement shall also include the wording of this authorization.

 

(b) The employer’s prior waiver of any right it may have to a financial reimbursement for all or part of its payments, unless the employee’s right to severance pay is rescinded by a judicial decree by virtue of Sections 16 or 17 of the Law, or that the employee withdrew funds from the Pension Fund or from the Insurance Fund not for a qualifying incident. In this regard a “qualifying incident”- death, disability or retirement at the age of 60 or older.

 

(c) This authorization shall not derogate from the employee’s right to severance pay under the Law, collective agreement, expansion order or employment contract, for wages exceeding The Exempted Salary.

 

(-)

 

Eliyahu Yishai

 

Minister of Labor and Social Welfare

 

Company: ___________ Executive: ___________
     

 

 

 

 

Exhibit 99.1

 

BrainStorm Strengthens Executive Team: Appoints Eyal Rubin as Chief Financial Officer

 

Eyal Rubin, VP and Head of Corporate Treasury at Teva, is Third Senior Appointment at Brainstorm in 2017

 

HACKENSACK, N.J. and PETACH TIKVAH, Israel, Nov. 2, 2017 /PRNewswire/ – BrainStorm Cell Therapeutics Inc. (NASDAQ: BCLI), a leading developer of adult stem cell technologies for neurodegenerative diseases, announced today that it has appointed Eyal Rubin as Chief Financial Officer. Mr. Rubin will be responsible for all corporate finance and accounting activities for BrainStorm.

 

 

Eyal Rubin joins BrainStorm from Teva Pharmaceutical Industries, Ltd., where he served as Vice President and Head of Corporate Treasury since 2013. While at Teva, he was responsible for Teva’s cash operations (over $35 billion in annual cash transactions), cash management (over $1 billion in cash) as well as Teva’s equity and debt capital market transactions (over $35 billion of debentures and term loans). From 2010 through 2013, Mr. Rubin was the Finance & Banking Manager for Cellcom Israel, LTD., where he was responsible for cash management and the operational financial aspects, including payment and control, investments, and hedging. From 2006 to 2010, Mr. Rubin was Chief Financial Officer for IDT Carmel, Inc. a wholly owned subsidiary of IDT Corp., where he was responsible for all of the financial aspects of IDT Carmel, including budgeting, periodical reports to the parent corporation, costing, tax, and payroll. From 2003 to 2005, he was General Manager and Chief Financial Officer for V-Secure Technologies, where he managed the mergers and acquisition process from the early stage of negotiations, due diligence until successful completion of the acquisition by Radware in December 2005. From 1999-2003, he was the Chief Operating Officer and Vice President Finance for Sec2Wireless, where he managed the financial aspects of the reverse merger with TravelNG in 2003.

 

“We are pleased to have Eyal join the BrainStorm team,” said Chaim Lebovits, President and Chief Executive Officer of BrainStorm Cell Therapeutics. “He is the third senior person to join our team in 2017, following the appointments of Dr. Ralph Kern as Chief Operating Officer and Chief Medical Officer, and Mary Kay Turner as Vice President of Patient Advocacy and Government Affairs. We recently initiated a Phase 3 clinical program investigating NurOwn® in amyotrophic lateral sclerosis (ALS), and we currently anticipate top-line data in 2019. Eyal’s corporate finance experience with large commercial operations, including Teva Pharmaceuticals, will be invaluable to us.”

 

Mr. Rubin earned his Masters of Business Administration from Bar Ilan University, where he graduated Summa Cum Laude with a specialization in Finance, and his Bachelor of Arts in Business Administration from the College of Management, where he graduated Summa Cum Laude with a specialization in Financing and IT Systems.

 

 

 

 

About BrainStorm Cell Therapeutics Inc.

 

BrainStorm Cell Therapeutics Inc. is a biotechnology company engaged in the development of first-of-its-kind adult stem cell therapies derived from autologous bone marrow cells for the treatment of neurodegenerative diseases. The Company holds the rights to develop and commercialize its NurOwn ® technology through an exclusive, worldwide licensing agreement with Ramot, the technology transfer company of Tel Aviv University. NurOwn has been administered to approximately 75 patients with ALS in clinical trials conducted in the United States and Israel. In a randomized, double-blind, placebo-controlled clinical trial conducted in the U. S., a clinically meaningful benefit was demonstrated by higher response to NurOwn compared with placebo. For more information, visit the company’s website at www.brainstorm-cell.com.

 

Safe-Harbor Statement

 

Statements in this announcement other than historical data and information constitute “forward-looking statements” and involve risks and uncertainties that could cause BrainStorm Cell Therapeutics Inc.’s actual results to differ materially from those stated or implied by such forward-looking statements. Terms and phrases such as “may”, “should”, “would”, “could”, “will”, “expect”, “likely”, “believe”, “plan”, “estimate”, “predict”, “potential”, and similar terms and phrases are intended to identify these forward-looking statements. The potential risks and uncertainties include, without limitation, risks associated with BrainStorm’s limited operating history, history of losses; minimal working capital, dependence on its license to Ramot’s technology; ability to adequately protect the technology; dependence on key executives and on its scientific consultants; ability to obtain required regulatory approvals; and other factors detailed in BrainStorm’s annual report on Form 10-K and quarterly reports on Form 10-Q available at http://www.sec.gov. These factors should be considered carefully, and readers should not place undue reliance on BrainStorm’s forward-looking statements. The forward-looking statements contained in this press release are based on the beliefs, expectations and opinions of management as of the date of this press release. We do not assume any obligation to update forward-looking statements to reflect actual results or assumptions if circumstances or management’s beliefs, expectations or opinions should change, unless otherwise required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 

CONTACTS

 

Media:
Uri Yablonka
Chief Business Officer
BrainStorm Cell Therapeutics Inc.
Phone: 646-666-3188
uri@brainstorm-cell.com

 

Investors:
Michael Rice
LifeSci Advisors, LLC
Phone: 646-597-6979
mrice@lifesciadvisors.com

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SOURCE BrainStorm Cell Therapeutics Inc.