exv10w22



 





Exhibit 10.22




Trust Deed (between the trustee and the company)




which
was signed at Tel Aviv on the 4th day of July 2004




	 	 	 
	between:

	 	Yuli Yardeni, C.P.A. (hereinafter – the trustee)
	 
	 	 
	 

	 	of the first part
	 
	 	 
	and:

	 	Topspin Medical, Inc. (hereinafter – the allocating company)
	 
	 	 
	 

	 	of the second part
	 
	 	 
	and:

	 	Topspin Medical (Israel) Ltd (hereinafter – the employer)
	 
	 	 
	 

	 	of the third part






(The allocating company and the employer shall hereinafter together be called “the companies”)




	 	 	 
	Whereas:

	 	On April 30, 2003, the allocating company adopted an employee
share allocation plan, within the meaning thereof in Section
102 of the Ordinance (hereinafter – the plan)
	 
	 	 
	And whereas:

	 	According to the plan the allocating company will from time
to time allocate shares or rights to shares to employees by
allocation of shares by means of a trustee.
	 
	 	 
	And whereas:

	 	According to the plan all the shares will be allocated by
allocation to a trustee in order for him to hold them in
trust until the end of the period, as stated in the
Ordinance, in the Income Tax Rules (Tax Relief in Employee
Share Allocation), 5763-2003 (hereinafter – the Rules), in
the plan and in this trust deed.
	 
	 	 
	And whereas:

	 	The companies have chosen Yuli Yardeni, C.P.A. to act as
trustee for the purpose of the said allocation plan and he
has expressed his agreement to act as trustee for all the
employer companies and their employees.






Now therefore it has been agreed between the parties as follows:





	1.	 	The preamble to this trust deed forms an integral part thereof.
	 
	2.	 	According to the plan the shares shall not be allocated to the employees of the companies but
shall be allocated in the name of the trustee and shall be held by him until the end of the
period, as defined in Section 102 of the Ordinance.
	 
	3.	 	Before the tax which applies as stated in Section 7 of the Rules has been paid the shares
shall not be capable of transfer, assignment, pledge, lien or other voluntary encumbrance, and
no power of attorney or deed of transfer shall be given in respect thereof, whether they are
valid immediately or are valid at a future date, except transfer by virtue of a will or
according to law. If the shares are transferred by virtue of a will or according to law as
aforesaid, the provisions of Section 102 and the provisions of the Rules shall apply to the
heirs or transferees of the employee.




 









 








	4.	 	After the end of the period each employee may at any time require the trustee to transfer the
 shares to which he is entitled into his name or may instruct the trustee to sell them,
provided that the trustee shall not transfer the shares as aforesaid until after the tax which
applies in terms of Section 102 of the Ordinance and in terms of the Rules (hereinafter – the
tax which applies) has been paid and the trustee is in possession of confirmation thereof from
the assessing officer.
	 
	5.	 	If according to the conditions of the plan rights to purchase shares are granted to the
employee or bonus shares are allocated to him in respect of the shares, the rights or the
bonus shares shall be allocated in the name of the trustee. The employee shall be entitled to
instruct the trustee to realize the rights or bonus shares after the end of the period, as
stated in the plan. The shares which are the object of the rights shall be allocated to the
trustee in accordance with what is stated in Section 2 of the Rules and the provisions of the
plan shall apply to them, including choice of the taxation track and the provisions of this
letter of undertaking, but the period of time until the end of the period shall be counted
from the day of allocation of the shares in respect of which the rights or bonus shares were
allocated.
	 
	6.	 	The allocating company undertakes towards the trustee that it will not allocate shares to
employees within the ambit of the allocation plan if the employee has not declared that he is
aware of the provisions of Section 102 of the Ordinance and of the tax track which applies to
him, and has not declared his agreement in writing to what is stated in this trust deed and
his undertaking not to realize the shares before the end of the period, as defined in Section
102 of the Ordinance.





In witness whereof the parties have signed:




	 	 	 	 	 
	/s/ Merav Ofer, Joint CEO
	 	/s/ Erez Golan, CEO
/s/ Eyal
Kolka, CFO
	 	/s/ Erez Golan, CEO
/s/ Eyal
Kolka, CFO
	 

	 	 
	 	 
	The Trustee

	 	The Employer’s Signature
	 	The Allocating Company’s Signature
	 

	 	(Topspin Medical (Israel) Ltd)
	 	(Topspin Medical, Inc.)






 









 






Agreement




which
was signed at Tel Aviv on the 4th day of July 2004




	 	 	 
	between:

	 	Yuli Yardeni, C.P.A. (hereinafter – the trustee)
	 
	 	 
	 

	 	of the first part
	 
	 	 
	and:

	 	Topspin Medical, Inc. (hereinafter – the allocating company)
	 
	 	 
	 

	 	of the second part
	 
	 	 
	and:

	 	Topspin Medical (Israel) Ltd (hereinafter – the employer)
	 
	 	 
	 

	 	of the third part





Without derogating from what is stated in the trust deed which was signed between the parties on
July 4th, 2004, (hereinafter: “the trust deed”) and in addition to what is stated in the
trust deed, the provisions set out below shall apply:





	1.	 	If the employee has received a loan for the purpose of purchasing the shares in terms of the
company’s share allocation plan (hereinafter: “the plan”), the shares shall not be capable of
transfer, assignment, pledge, lien or other voluntary encumbrance, and no power of attorney or
deed of transfer shall be given in respect thereof, whether they are valid immediately or are
valid at a future date, before the employee has repaid the loan which he received. The trustee
shall not transfer the shares as aforesaid until after the allocating company and/or the
employer has confirmed to the trustee that the employee has repaid the loan given to him for
the purpose of purchasing the shares in terms of the plan, if given.
	 
	2.	 	From any amount which is received in return for the sale of all or some of the shares, before
the tax debt in respect of them has been paid and/or before the loan in respect of them has
been repaid, the trustee shall transfer to the assessing officer the amount of tax which must
be transferred to him according to Section 102 of the Ordinance and the Income Tax Rules (Tax
Relief in Employee Share Allocation), 5763-2003 (hereinafter: “the Rules”), and before any
other transfer the trustee shall pay the employee’s outstanding balance, as the case may be,
on account of the loan as shall be determined by the allocating company and/or the employer.
	 
	 	 	If the allocating company and/or the employer informs the trustee that the employee has not
repaid all or part of the loan at the time for repayment according to the loan agreement, the
trustee shall sell all or some of the shares which are in his hands, and from the
consideration which is received for them shall transfer to the assessing officer the amount of
tax which must be transferred to him according to Section 102 of the Ordinance and the Rules
and shall pay the employee’s outstanding balance to the allocating company and/or to the
employer on account of the loan as shall be determined by the allocating company and/or the
employer. The balance of the consideration, insofar as any shall remain, shall be transferred
to the entitled employee.
	 
	3.	 	In accordance with what is stated in Section 5 of the Rules, the allocating company and/or
the employer undertakes to inform the trustee of any allocation of shares near the time of the




 









 








	 	 	allocation and in any event not later than 45 days from the day of the allocation as
aforesaid. The trustee shall not be liable to the employee and/or the companies and/or any
third party (including, but without affecting the generality of the aforesaid, the income tax
authorities and any other governmental or administrative authority), on account of
non-reporting of allocations if the non-reporting as aforesaid arose from the negligence or
omission of the companies and/or their representatives and/or the employee. The employee
and/or the allocating company and/or the employer undertake to indemnify the trustee in
respect of such liability and/or with regard to any claim and/or demand from any party arising
from failure to report as aforesaid.
	 
	4.	 	As long as the shares are registered in the name of the trustee and are held by him, the
trustee shall vote the shares on any matter or subject at meetings of the shareholders of the
allocating company or in any written resolution of the shareholders of the allocating company,
in person or by means of a proxy, subject to the provisions of Section 102 of the Ordinance
and the Rules, in the same proportion as the rest of the shareholders have voted or resolved
in writing on that matter or subject.
	 
	5.	 	The trustee shall not bear any liability and shall be indemnified by the employee and/or the
allocating company and/or the employer for any expense or loss caused to him on account of all
the payments which are made by him, including payments on account of non-deduction of tax at
source in connection with granting the option, exercise thereof, allocation of shares, sale of
 shares, transfer of shares into the employee’s name, payment of dividends, etc., if the
trustee acted in good faith and reasonably.
	 
	6.	 	The trustee shall not be liable to the employee and/or any third party (including, but
without affecting the generality of the aforesaid, the income tax authorities and any other
governmental or administrative authority) for any action which was taken and/or which will be
taken concerning the allocation plan and anything connected with or arising from it if the
trustee acted in good faith and reasonably. The employee and/or the allocating company and/or
the employer undertake to indemnify the trustee in respect of such liability and/or with
regard to any claim and/or demand from any party, including the tax authorities, in connection
with the allocation plan.
	 
	7.	 	The allocating company and/or the employer undertake towards the trustee that they will
inform the trustee of any distribution of a dividend at the company within 7 days from the day
of distribution of the dividend.





In witness whereof the parties have signed:




	 	 	 	 	 
	/s/ Merav Offer, Joint CEO	 	/s/ Erez Golan, CEO
/s/ Eyal
Kolka, CFO
	 	/s/ Erez Golan, CEO
/s/ Eyal
Kolka, CFO
	 

	 	 
	 	 
	The Trustee

	 	The Employer’s Signature
	 	The Allocating Company’s Signature
	 

	 	(Topspin Medical (Israel) Ltd)
	 	(Topspin Medical, Inc.)