Exhibit 10.5


 





First
Amendment to Employment Agreement


 


This First Amendment
to Employment Agreement (this "Amendment") dated as of the date of the last signature set forth below and with
effect from December 1, 2015 (the “Effective Date”) is an amendment to that certain Employment Agreement (the "Agreement")
dated as of July 30, 2015 between Brainstorm Cell Therapeutics, Inc., a Delaware limited liability company (the "Company"),
and Yoram Bibring (the "Executive").


 


WHEREAS, the Company
and the Executive desire to modify their existing relationship and transition the role of the Executive from full time to part
time, with the Executive continuing to provide services to the Company as its Chief Financial Officer, and modify the Executive's
rights to compensation under the Agreement;


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	Position and Duties. As of the Effective Date Section 3 of the Agreement is amended and
restated in its entirety as follows:



 


Position and Duties. The
Executive hereby agrees to serve as Chief Financial Officer (“CFO”) of the Company, and shall have those duties, services,
responsibilities and authority customarily accorded a person holding such positions in a company such as the Company, including
but not limited to those duties, services and responsibilities listed on Exhibit A attached hereto (collectively, the “Executive
Duties”). As CFO, the Executive shall report to both the Chief Executive Officer (the “CEO”) of the Company and
the Board of Directors of the Company (the “Board”). The Executive shall devote his best efforts and approximately
half of his business time and attention to the performance of the Executive Duties to the Company in accordance with the terms
hereof and as shall be reasonably requested by the Company from time to time throughout his Employment Period. Executive shall
not engage in any other business or professional activities, either on a full-time or part-time basis, as an employee, consultant
or in any other capacity, whether or not he receives any compensation therefor, that compete directly or indirectly with the business
of the Company.


 


		2.	Compensation. As of the Effective Date Section 4(a) of the Agreement is amended and restated
in its entirety as follows:



 


Compensation. In consideration
of the satisfactory performance of the Executive Duties, the Executive shall be entitled to receive base compensation at the rate
of $112,500.00 per year (the “Base Salary”). No additional compensation shall be payable to the Executive by reason
of the number of hours worked or any hours worked on Saturdays, Sundays or holidays, by reason of special responsibilities assumed
(whether on behalf of the Company or any of its subsidiaries or affiliates), special projects completed, or otherwise. All Base
Salary payable hereunder 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).


 


		3.	Options. As of the Effective Date, 82,500 of the 165,000 “Initial Options” (as
defined in Section 4(c) of the Agreement are cancelled. The 82,500 remaining Initial Options shall vest in accordance with the
terms of Section 4(c) of the Agreement and the Nonstatutory Stock Option Agreement by and between the Company and the Executive
dated July 30, 2015, each of which are hereby amended accordingly. For the avoidance of doubt, this mean that 25% of the remaining
82,500 Initial Options (20,625 shares) vest and become exercisable on July 30, 2016 and 2.08333% of the 82,500 Initial Options
vest and become exercisable on each monthly anniversary date starting on August 30, 2016 through the fourth anniversary of the
grant so that the 82,500 shares become fully vested and exercisable on July 30, 2019.



 


 






     


     


    

 


		4.	Vacation. As of the Effective Date Section 4(g) of the Agreement is amended and restated
in its entirety as follows:



 


Vacation. The Executive
shall be entitled to 80 hours of paid vacation/sick/personal days per year, in addition to any paid holidays provided for by Company
policy.


 


		5.	Termination / At-will. Section 5(a)-5(k) of the Agreement are hereby deleted in their entirety.
The Executive and Executive’s employment with the Company is “at will” and not for a fixed term and is subject
to termination by either party at any time. The term of this Agreement as amended by the Amendment shall be until terminated by
the Company or the Executive, with or without cause in their sole discretion, by written notice received by the other party. Upon
either such termination (the “Termination”) the Executive’s services shall cease, and the executive and
the Company shall have no ongoing obligation to one another except as otherwise set forth in the Agreement as modified by this
Amendment. The Company shall have no further obligation to pay Executive any amount, or to provide Executive any benefits, in connection
with the cessation of the Executive's role as Chief Financial Officer of the Company or the termination of Executive's employment
or consultancy with the Company, or the Termination. Notwithstanding the foregoing, solely for purposes of clarifying potential
ambiguity in other sections of the Agreement, the parties acknowledge and agree that any terms defined in Section 5(a)-5(k) of
the Agreement, if used elsewhere in the Agreement as amended by this Amendment, shall continue to have the meaning set forth in
the original Agreement prior to modification by the this Amendment.



 


		6.	Executive Duties. Exhibit A to the Agreement is amended as of the Effective Date
to insert the following additional language:



 


9. The Executive will continue
to be an employee of the Company working on a part time basis. Executive will be allowed to work with other companies, projects
on an unlimited basis as long as he continues to meet all his obligations as Chief Financial Officer of the Company and as long
as he is not involved in any activity or employed by any entity that competes directly or indirectly with the business of the Company.
Both Executive and the Company believe that the Executive will be able to meet all his obligations as Chief Financial Officer of
the Company without exception. While in principle the parties expect the Executive to spend approximately 20 hours a week on the
Company’s business the parties recognize that the hours that the Executive will spend working on the Company’s business
will vary depending on the needs of the Company. There will be no overtime paid for additional hours.


 


10. The Executive will continue
to be based in the Company’s New Jersey office and will be permitted to work on other business from such office as long as
no significant costs are incurred by the Company (use of printer, phone etc.) and such activities are not detrimental to the business
of the Company. The Executive will not involve any other Company employees with any non-Company related activities.


 


IN WITNESS WHEREOF, this Amendment to the
Agreement has been executed as of the date of the last signature set forth below and with effect from December 1, 2015.


 





	The Company:	 	 
	Brainstorm Cell Therapeutics Inc.	 	The Executive:
	 	 	 
	By: /s/ Chaim Lebovits	 	/s/ Yoram Bibring
	Name: Chaim Lebovits	 	Yoram Bibring
	Title: Chief Executive Officer and President	 	Date: November 16, 2015
	Date: November 16, 2015	 	 







 


 


 



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