Exhibit 10.45


 


BRAINSTORM CELL THERAPEUTICS INC.



2014 GLOBAL SHARE OPTION PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


FOR SHARES GRANTED UNDER SECTION 102(b)(2)


OF THE ISRAELI INCOME TAX ORDINANCE


TO EXECUTIVE EMPLOYEES


AS 102 CAPITAL GAINS TRACK RESTRICTED
STOCK


 


Unless otherwise defined
herein, capitalized terms used in this Restricted Stock Award Agreement shall have the same meanings as ascribed to them in the
Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, including the Appendix thereto for Israel (the “Plan”).


 


This Restricted Stock
Award Agreement (the “Agreement”) includes the Notice of Issuance attached hereto as Exhibit A
(the “Notice of Issuance”), which is incorporated herein by reference and is made and entered into as of the
Date of Grant shown in the Notice of Issuance by and between Brainstorm Cell Therapeutics Inc. (the “Company”)
and the Participant named in the Notice of Issuance. Capitalized terms not defined in this Agreement shall have the meaning ascribed
to them in the Plan.


 


1.    Share
Award.


 


The Company hereby
grants to the Participant Restricted Stock (the “Shares”) as set forth in the Notice of Issuance, subject to
the terms set forth herein, and subject to the terms and conditions of Section 102(b)(2) of the Income Tax Ordinance (New Version)
- 1961(the “ITO”), the Plan, which is incorporated herein by reference and the Trust Agreement, entered into
between the Company and Altshuler Shaham Benefits Ltd. (the “Trustee”). The Shares are granted as a 102 Capital
Gains Track Grant. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions
of this Agreement shall prevail. However, the Notice of Issuance sets out specific terms for the Participant hereunder, and will
prevail over more general terms in the Plan and/or this Agreement, if any, or in the event of a conflict between them.         


 






     


     


    

 


2.    Section
102 Trustee.


 


2.1.          The
Shares will be issued in the name of and deposited with the Trustee as required by law to qualify under Section 102 of the ITO.
Participant shall comply with the ITO, the Rules, and the terms and conditions of the Trust Agreement entered into between the
Company and the Trustee.


 


2.2.          The
Trustee will hold the Shares for the Required Holding Period, as set forth in the Plan and until Participant’s request that
the vested Shares be transferred to him as specified in Sections 2.5 and 5 below.


 


2.3.          The
Participant hereby undertakes to release the Trustee from any liability in respect of any action or decision duly taken and bona
fide executed in relation to the Plan or Shares issued thereunder.


 


2.4.          The
Participant hereby confirms that he shall execute any and all documents which the Company or the Trustee may reasonably determine
to be necessary in order to comply with the ITO, and in particular the Rules.


 


2.5.          
Subject to the terms hereof and all requirements of Section 102 including, but not limited to, the Required Holding Period, the
Trustee shall take all steps necessary to accomplish the transfer to the Participant of the vested Shares to the Participant following
the Participant’s request that the Trustee do so.


 


3.    Vesting.



 


3.1.          Vesting
Restrictions on Shares. Effective as of the Vesting Commencement Date (as such term is defined in the Notice of Issuance),
all of the Shares owned by the Participant shall be subject to the forfeiture provisions set forth in Section 3.2 below. The forfeiture
provisions set forth in Section 3.2shall lapse in accordance with the Vesting Schedule or any special terms provided in the Notice
of Issuance. To the extent that the forfeiture provisions lapse, the Shares shall no longer be subject to vesting and the Participant
shall hold the Shares free and clear of the forfeiture provisions set forth herein.


 


3.2.          Forfeiture.
Notwithstanding anything herein to the contrary, in the event that the Participant ceases to be an Employee or Service Provider,
for any reason or no reason, with or without cause, all of the Shares that are unvested as of the time of such cessation of status
as an Employee or Service Provider (after taking into account any accelerated vesting) shall be forfeited immediately and automatically
to the Company, without the payment of any consideration to the Participant, effective as of such cessation of status as an Employee
or Service Provider. The Participant hereby authorizes the Company to take any actions necessary or appropriate to cancel any certificate(s)
representing forfeited Shares and transfer ownership of such forfeited Shares to the Company; and if the Company or its transfer
agent requires an executed stock power or similar confirmatory instrument in connection with such cancellation and transfer, the
Participant shall promptly execute and deliver the same to the Company. The Participant shall have no further rights with respect
to any Shares or any Accrued Dividends (as defined below) with respect to such Shares that are so forfeited. If the Participant
is employed by a subsidiary of the Company, any references in this Agreement to employment with the Company shall instead be deemed
to refer to employment with such subsidiary. For purposes hereof “Accrued Dividends” means ordinary cash dividends
paid with respect to shares of Common Stock, whether paid in cash, stock or property, declared and paid by the Company..


 






    	 	2	 



     


    

 


4.     Non-Transferability
of Shares.


 


4.1.          That
portion of the Shares specified in the Notice of Issuance as being subject to forfeiture or any right or interest therein or part
thereof shall not be permitted to be used to satisfy or otherwise discharge the debts, contracts or engagements of the Participant
or his successors in interest and shall not be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided however, that this Section shall not prevent transfers by will or by
the applicable laws of descent and distribution.


 


4.2.          The
transfer of the vested Shares is limited as set forth in the Plan and in Sections ‎5.3, ‎6 and ‎9.2 below.


 


4.3.          
The stock certificate or book entry account reflecting the issuance of the Shares subject to forfeiture shall bear a legend or
other notation upon substantially the terms: “These shares of stock are subject to
forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement between the COMPANY and the
BENEFICIAL owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without
charge at the office of the Secretary of the company.”


 


5.    Trust.


 


5.1.          Until
the later of the date that the Shares have vested and the date that Participant submits a request regarding release of the Shares
from the Trustee, the Shares shall be held by the Trustee.


 


5.2.          In
order to release the vested Shares from the Trustee, the Participant hereby agrees to sign any and all documents required by law
and/or the Company’s Certificate of Incorporation and By-laws and/or the Trustee.


 


5.3.          In
the event that the Participant elects to have vested Shares transferred to the Participant without selling such Shares, the Participant
shall become liable to pay taxes immediately in accordance with the provisions of the ITO.


 






    	 	3	 



     


    

 


6.     Market
Stand-Off.


 


In connection with
any underwritten public offering by the Company of its equity securities, and if requested by the underwriters of such public offering,
the Participant shall be obligated not, directly or indirectly to sell, make any short sale of, loan, hypothecate, pledge, offer,
grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise
dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any vested Shares without the
prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) will be
in effect for such period of time following the date of the final prospectus for the offering as may be required by the underwriters.
In the event of the declaration of a share dividend, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted
or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off,
or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce
the Market Stand-Off, the Company will be entitled to require the Participant to execute a form of undertaking to this effect or
impose stop-transfer instructions with respect to the vested Shares until the end of the applicable stand-off period. The Company’s
underwriters shall be beneficiaries of the agreement set forth in this Section ‎6.


 


7.    Taxes.


 


7.1.          Any
tax consequences arising from the grant or vesting of any Award, from the release of Shares by the Trustee, or from any other event
or act (of the Company, and/or its Affiliates, the Trustee or the Participant) relating to the Shares, shall be borne solely by
the Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under
the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant agrees to indemnify
the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such
tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have
withheld, any such tax from any payment made to the Participant for which the Participant is responsible. The Company or any of
its Affiliates and the Trustee may make such provisions and take such steps as it/they may deem necessary or appropriate for the
withholding of all taxes required by law to be withheld with respect to Shares issued under the Plan and the vesting thereof, including,
but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant,
including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant, to the maximum
extent permitted under law and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates the amount so required
to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) by causing the sale
of any Shares held by on behalf of the Participant to cover such liability up to the amount required to satisfy statutory withholding
requirements. In addition, the Participant will be required to pay any amount, including penalties, that exceeds the tax to be
withheld and transferred to the tax authorities, pursuant to applicable Israeli tax regulations.


 


7.2.          The
Company does not represent or undertake that an Award shall qualify for or comply with the requisites of any particular tax treatment
(such as the “capital gains track” under Section 102), nor shall the Company, its assignees or successors be required
to take any action for the qualification of any Award under such tax treatment. The Company shall have no liability of any kind
or nature in the event that, as a result of application of applicable law, actions by the Trustee or any position or interpretation
of the ITA, or for any other reason whatsoever, an Award shall be deemed to not qualify for any particular tax treatment.


 






    	 	4	 



     


    

 


7.3.          THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR SELLING THE SHARES.


 


8.     Legal
Compliance. 


 


Shares shall
not be issued or delivered to the Participant unless the issuance and delivery of such Shares shall comply with applicable securities
and other laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


9.     Effect
of Plan on the Shares. 


 


9.1.          Adjustments
upon Certain Transactions. In the event of a Transaction, the provisions of Section 7 to the Plan will apply, unless otherwise
explicitly provided in the Notice of Issuance.


 


9.2.          Transfer
of Shares. Notwithstanding anything stated to the contrary in the Plan, Participant shall be entitled to transfer Shares subject
only to the restrictions set forth in the Company’s Certificate of Incorporation and By-laws and any other corporate documents
of the Company, including any subsequent amendments or replacements thereto, subject to the imitations set forth in Section 102
of the ITO and any tax payment and withholding obligations pursuant to the Plan.


 


10.  Miscellaneous.


 


10.1.          Continuance
of Employment. Participant acknowledges and agrees that the vesting of Shares pursuant to the vesting schedule hereof is earned
only by continuing as a Service Provider at the will of the Company (or its Affiliate) (not through the act of being hired or being
awarded the grant hereunder). Participant further acknowledges and agrees that in the event that Participant ceases to be a Service
Provider, the unvested portion of his Shares shall not vest and shall be subject to forfeiture. Participant further acknowledges
and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute
an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all,
shall not interfere in any way with Participant’s right or the right of the Company or its Affiliate to terminate Participant’s
relationship as a Service Provider at any time, with or without cause, and shall not constitute an express or implied promise or
obligation of the Company to grant additional Awards to Participant in the future.


 






    	 	5	 



     


    

 


10.2.          Entire
Agreement. This Agreement, together with the Notice of Issuance, the Plan and the Trust Agreement, constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement, the Notice
of Issuance or the Plan. Except with respect to a written amendment to this Agreement between the Company and the Participant,
the Participant may only rely upon the Plan and this Agreement with respect to the Participant’s rights and obligations hereunder
and may not rely on any representation or statement made by the Company or its Affiliates or any of their respective officers,
directors, employees or agents, whether written or oral, regarding the Participant’s participation in the Plan and any rights
thereunder. Neither the Company nor any of its Affiliates guarantee the current or future value of the Shares or its performance.


 


10.3.          Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns,
and the Company shall require such successor or assign to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The
term “successors and assigns” as used herein shall include a corporation or other entity acquiring all or substantially
all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.


 


*       *       *


 




    	 	6	 



     


    

 


By the signature of the Participant and
the signature of the Company’s representative below, Participant and the Company agree that the Shares are granted under
and governed by (i) this Agreement, (ii) the Plan (including the Appendix for Israel), a copy of which has been provided to Participant
or made available for his review, (iii) Section 102(b)(2) of the ITO and the Rules promulgated in connection therewith, and (iv)
the Trust Agreement entered into between the Company and the Trustee, a copy of which has been provided to Participant or made
available for his review. Furthermore, by Participant’s signature below, Participant agrees that the Shares will be issued
to the Trustee to hold on Participant’s behalf, pursuant to the terms of this Agreement, the ITO, the Rules and the Trust
Agreement.


 


In addition, by his signature below, Participant
confirms that he is familiar with the terms and provisions of Section 102 of the ITO, particularly the Capital Gains Track described
in subsection (b)(2) thereof, and agrees that he will not require the Trustee to release the Shares to him, or to sell the Shares
to a third party, during the Restricted Holding Period, unless permitted to do so by applicable law.


 


In addition, by his signature below, Participant
confirms that the Company, its assignees and successors shall be under no duty to ensure, and no representation or commitment is
made, that an Award qualifies or shall qualify under any particular tax treatment, as detailed in Section 7.2 above.


 


In
Witness Whereof, the Company has caused this Agreement to be executed by its duly authorized officer and the Participant
has executed this Agreement as of the date hereof.


 


	Brainstorm Cell Therapeutics	 	Participant
	Inc.	 	 
	 	 	 	 
	By:	 	 	 
	Name:	Chaim Lebvovits	 	Eyal Rubin
	Title:	President and Chief Executive Officer	 	 


 




    	 	7	 



     


    

 


EXHIBIT A


 


NOTICE OF ISSUANCE


 


Brainstorm
Cell Therapeutics Inc. 


2014
Global Share Option Plan 


 


Rubin, Eyal


 


Dear Eyal:


 


I am pleased to inform you that Brainstorm
Cell Therapeutics Inc. (the “Company”) has decided to grant you an award of Restricted Stock (the “Shares”),
with respect to shares of Common Stock, $0.00005 par value per share, of the Company, subject to the terms and conditions of the
Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, including the Appendix for Israel attached thereto (the “Plan”)
and the Restricted Stock Award Agreement (the “Agreement”), as follows:


 


	Type of Award:	 	Restricted Stock Award under the Capital Gains Track of Section 102 
	Total Number of Shares covered by this Grant:	 	25,000
	Date of Grant:	 	November 20, 2017
	Vesting Commencement Date:	 	April 1, 2018
	Vesting Schedule:	 	100% of the Shares shall vest on April 1, 2018 (the “Vesting Date”), provided that the Participant remains continuously employed by the Company or its subsidiaries from the Date of Grant through the Vesting Date. 
	Special Terms (if any):	 	 Effective upon the execution of this Restricted Stock Award Agreement, the Restricted Stock Unit Award Agreement for 25,000 RSUs, Date of Grant November 20, 2017, between the parties hereto, be and hereby is void ab initio and of no further force and effect.
	Purchase Price:	 	N/A


 


All capitalized terms in this Notice of
Issuance shall have the meaning assigned to them in this Notice of Issuance, the Plan (including the Appendix for Israel) or the
Agreement, as applicable. The terms and conditions governing your grant are set forth in the Plan (including the Appendix for Israel)
and the Agreement. This award is contingent upon your execution of the Agreement.


 


Congratulations.


 


	 	Yours truly,
	 	 
	 	Chaim Lebovits, President and Chief 
	 	Executive Officer


 






    	 	8