exv10w7wii



 




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Exhibit 10.7 (ii)




			
	 	 	 
	To: Erez Golan
	 	Date: August 22, 2005





Re: Revision of your personal employment agreement of December 9, 2002 (“Employment
Agreement”)





We hereby put in writing that which is agreed between you and Topspin Medical
(Israel) Ltd. (the ”Company”) regarding the modification of your Employment
Agreement, in the event that TopSpin Medical, Inc. issues its securities to the
public and lists the securities for trading on the Tel Aviv Stock Exchange (the
“IPO”). Capitalized terms used herein shall have the meaning ascribed to them in the
Employment Agreement, unless the context requires otherwise.




Upon consummation of the IPO the following provisions shall enter into effect:




	 	1.	 	The following paragraph shall follow on to Section 2:
	 
	 	 	 	“Your term of employment shall be for five years from the date of the IPO,
unless terminated. Without derogating for the generality foregoing, it is
hereby clarified that either party may terminate the Personal Employment
Agreement at any time on providing written notice to the other party three
months in advance. Both the parties to this contract are required to notify
the other party, in writing, of their desire to extend the employment contract
beyond the initial five year term, no later than six months prior to the end
of the five year term. For the removal of doubt if both parties do not notify
the other party of their desire to extend this contract the employment of Erez
Golan by the Company will be automatically terminated at the end of the five
year term.
	 
	 	2.	 	Section 5.1 shall be deleted in its entirety and replaced with
the following:
	 
	 	 	 	“Your monthly salary shall be NIS 50,000 gross linked to
the increase of the CPI, adjusted upwards on a quarterly
basis to the CPI last published prior to the date of
such adjustment. The base index for each adjustment
shall be the










 



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	 	 	 	index last published prior to the date of the preceding
adjustment. The base index for the first linkage
adjustment shall be the index last published prior to
the IPO. In addition your monthly salary (as may be
increased pursuant to the terms hereof) shall be further
increased to reflect any increase required pursuant to
the governmental directives to be published from time to
time and binding on the Company (Tzavei Harhava) with
respect to the cost-of-living increases (Tosefet
Yoker)”.
	 
	 	3.	 	The following shall follow on after Section
6.9.1
	 
	 	 	 	“This loan and the interest accrued thereon shall be converted to a grant on
the one year anniversary of the IPO, subject to your being an employee or a
consultant of either the Company or any affiliate at the time.
	 
	 	4.	 	Section 6.9.2 shall be deleted and replaced with the following:
	 
	 	 	 	“As of the Effective Date as a security to ensure the full and timely
repayment of the Loan Amount, the Employee hereby creates and grants to the
Company for its benefit and its successors and assigns, a security interest in
the securities held by Erez Golan in Erez Golan Holdings Ltd. (such
securities subject to the security interest are referred to as the “Pledged
Shares”). In furtherance of the above, the Pledged Shares shall be stamped
with a legend, as of the date of the IPO, stating that such securities have
been pledged to the benefit of the Company. In addition, the Employee
undertakes to execute any document required to register the pledge of the
Pledged Shares with the Registrar of Pledges.
	 
	 	5.	 	Section 6.9.6 will be deleted in its entirety.
	 
	 	6.	 	Section 7.1 and 7.2 shall be deleted and replaced with the
following:
	 
	 	 	 	“On an annual basis, starting one year after the IPO and ending three years
after










 



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	 	 	 	the IPO, the Company shall grant Erez Golan a bonus of U.S. $ 10,000 each
year, subject to Erez Golan working for the either Company or an affiliate
thereof in the capacity of employee or providing services to the Company or an
affiliate thereof as a consultant. For the avoidance of doubt, it is hereby
clarified that the bonus shall not be regarded as a part of the monthly salary
for any purpose whatsoever including for the purpose of calculating severance
pay, if you shall be entitled to such.”










 



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This letter constitutes an appendix to the Employment Agreement and shall be deemed
due notification in accordance with the provisions of the Notice Of Employment Terms
Law (Employment Terms), 5762-2002 and the regulations thereunder. All other
provisions of the Employment Agreement remain unchanged.



	 	 	 	 	 
	 
	 	/s/
Michael Berman	 	 
	 

	 	 

	 	 
	 
	 	Michael Berman	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	TopSpin Medical (Israel) Ltd.	 	 







I hereby declare that I have read and understood this letter and I
agree to its contents.



	 	 	 	 	 	 	 	 	 
	Signature:	 	 	 	/s/ Erez Golan	 	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	August 22, 2005	 	 
	 	 	 	 	 	 	 	 
	Employee’s name:	 	Erez Golan	 	 
	 

	 	 	 	 	 

	 	 
	ID No.: