Exhibit 10.8


 


PERSONAL
EMPLOYMENT AGREEMENT


 


This
Personal Employment Agreement (“Agreement”) is entered into this 23 day of December 2013, by and between
Galmed Medical Research Ltd., reg. no. 513006841, a company organized under the laws of the State of Israel, having its
principal office at Amot Mishpat Bldg. 12th floor, 8 Shaul Ha’melech Blvd. Tel Aviv, Israel (the “Company”) and
Allen Baharaff Israeli I.D. Number: 059100818. Address: 7 Hayutman Street Tel Aviv (the “Executive”).


 


WITNESSETH


 


WHEREAS,
the Company desires to engage the Executive in the position indicated hereinafter and the Executive represents that he has
the requisite skills and knowledge to serve as such; and


 


WHEREAS,
the parties desire to state the terms and conditions of the Executive’s engagement with the Company, effective as of
the Employment Starting Date, as such term is defined hereinafter, all subject to the terms set forth below.


 


NOW
THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto
hereby declare and agree as follows:


 


		1.	Appointment; The Position



 


		1.1	The Company hereby appoints the Executive to the position detailed in Annex A. The
Executive shall report to the Company’s Board of Directors (the “Board”) and shall perform his duties in accordance
with their instructions and in any other framework as the Board shall direct from time to time. Executive agrees and undertakes
to comply with all of the Company’s disciplinary regulations, work rules, policies, procedures and objectives, as may be
determined by the Company from time to time.



 


		1.2	The parties hereto warrant and confirm that Executive’s employment by the Company shall commence
on the date specified in Annex A (the “Employment Starting Date”). The provisions of this Agreement
shall apply to the parties as of the Employment Starting Date.



 


		1.3	The Executive shall perform his duties hereunder at the Company’s premises in Tel-Aviv. Executive
acknowledges and agrees that the performance of his duties hereunder may require significant domestic and international travel.



 


		1.4	Executive agrees and undertakes: (i) not to receive, at any time, whether during the term of this
Agreement and/or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any third
party in connection with his employment, without the Board’s prior written authorization; (ii) to immediately and without
delay inform the Board of any affairs and/or matters that might constitute a conflict of interest with Executive’s position
and/or employment with Company; (iii) of his own free will and although not required to do so under law, that the information in
this Agreement and any information concerning him gathered by the Company, will be held and managed by the Company or on its behalf,
inter alia, on database according to the law, and that the Company shall be entitled to transfer such information to third parties,
in Israel or abroad. The Company undertakes that the information will be used, and transferred for legitimate business purposes
only. Without derogating from the generality of the above, such purposes may include human resources management and assessment
of potential transactions, to the extant required while maintaining the Executive’s right to privacy.



 




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		1.5	The scope of the Executive’s position in the Company shall include from time to time, at
the Company’s sole discretion, rendering the same services stipulated herein, in whole or in part, also to any of the Company’s
subsidiaries. For the avoidance of any doubt, the parties hereby stipulate that rendering such services as aforesaid shall constitute
an integral part of the Executive’s position in the Company and shall not entitle the Executive with any right to additional compensation,
remuneration or fee whatsoever. It is further agreed, that should the Executive claim for or demand from the Company or any of
its subsidiaries any compensation, remuneration or fee for services rendered by him to any of such subsidiaries, the Company shall
set-off and reduce the Executive’s remuneration under this Agreement with the same amount claimed by the Executive from the subsidiaries.



 


		1.6	This Agreement is specific and personal and exclusively determines the Executive’s terms
of employment.



 


		2.	Devotion of Time



 


		2.2	During the term of this Agreement, and unless and until otherwise agreed, Executive shall be employed
on a full-time basis with Saturday as the rest day, and shall devote all the required and necessary time, attention and efforts
to the performance of his duties and responsibilities hereunder and the promotion of the best interests of the Company. The Executive
shall perform his duties and responsibilities hereunder with expertise and in a professional and efficient manner.



 


		2.3	As of the Employment Starting Date, Executive shall not engage in any other business activities,
whether or not such activities are conducted outside of normal business hours and whether or not such activities are pursued for
gain or profit, unless specifically approved in advance by the Board.



 


		2.4	The Executive acknowledges and agrees that in light of his position and responsibilities with the
Company the provisions of the Work and Rest Hours Law, 5711-1951 shall not apply to his employment.



 


		2.5	The Company is required to report the Executive actual hours of work on a daily basis, by recording
the work hours manually each day and the Executive shall cooperate with the Company in maintaining a record of the number of hours
of work performed, in accordance with the Company’s policies and instructions.



 


		3.	Term and Termination



 


		3.1	This Agreement shall be effective as of the Employment Starting Date, and shall continue until
terminated in accordance with the provisions of Section 3.2 - 3.4 hereinafter.



 


		3.2	The Company and/or the Executive may terminate this Agreement at any time by giving the other party
a prior written notice of termination, the period of which is detailed in Annex A (the “Notice Period”).
During the Notice Period, whether notice has been given by Executive or by the Company, Executive shall continue to discharge and
perform his duties and obligations under this Agreement, unless instructed otherwise in accordance with Section 3.3, and shall
cooperate with the Company and use Executive’s best efforts to assist the integration into the Company organization of the
person or persons who will assume Executive’s responsibilities.



 


		3.3	The Company may waive in writing and in advance Executive’s
services during the Notice Period or part of it. In the event that the Company notifies Executive of such waiver, the Company
shall continue to pay to Executive during the remainder of the Notice Period, all the payments payable to Executive pursuant to
this Agreement. Alternatively, the Company shall be entitled to pay Executive the Monthly Salary (as defined below) payable to
Executive during such Notice Period in one lump-sum and by doing so bring the employer-employee relations between the parties
to end upon such payment.



 




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		3.4	Notwithstanding the above, the Company shall have the right to immediately terminate this Agreement
without providing a Notice Period for a Cause, as determined by the Company. A “Cause” shall mean either (i) circumstances
entitling the Company under any applicable law to terminate the employment of the Executive without payment of severance pay; (ii)
any material breach by the Executive of this Agreement, any breach of the NDA or any breach of the Executive’s fiduciary
duties; (iii) engagement of the Executive in willful misconduct or acts in bad faith with respect to the Company in connection
with and related to the employment hereunder; (iv) conducting by the Executive of any felony which has a material adverse effect
on the Company (v) Executive is in breach of his duties of trust or loyalty to the Company or the commission by the Executive of
an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets of the Company or any of its
affiliates; and/or (vi) a willful failure to perform Executive’s responsibilities or duties.



 


		3.5	Upon termination of this Agreement, for whatever reason, the Executive shall immediately return
to the Company all of the Company’s Equipment (as defined below) and other supplies which the Executive received. The Executive
hereby waives any rights to withhold or retain any of the items above, whether the Executive had the right under law or contract
or otherwise.



 


		4.	Salary



 


		4.1	During the term of this Agreement, the Company shall pay Executive a monthly gross salary in a
total amount detailed in Annex A (the “Monthly Salary”).



 


		4.2	The Monthly Salary will be paid not later than the 9th of each month, for the previous
month.



 


		4.3	It is hereby agreed that only the Monthly Salary payable to Executive pursuant to Section 4.1 shall
constitute the basis for the calculation of all social benefits granted to the Executive pursuant to this Agreement, including,
without limitation, contributions and deductions to the Pension Fund, Managers Insurance and the Study Fund, and for any other
purpose for which deductions are calculated based on a percentage of Executive’s salary.



 


		5.	Additional Benefits



 


		5.1	Manager’s Insurance/Pension Plan



 


			5.1.1   As of the Employment Starting Date, the Company shall
insure the Executive under an accepted “Manager’s Insurance Plan” (the “Managers Insurance”)
and/or a comprehensive pension plan (the “Pension Plan”), as detailed in Annex A. The Managers
Insurance and/or Pension Plan shall be provided through an agency/agent selected by the Company, by an insurance company and/or
a pension fund, to be selected by the Executive and approved by the Company.



 


			5.1.2   The Company and the Executive agree and acknowledge that
the Company’s contribution towards the Managers Insurance or Pension Plan as set forth in this Section 5.1, are in lieu
of severance payments to which the Executive (or his beneficiaries) is otherwise entitled to with respect to the Monthly Salary
upon which such contributions were made and for the period in which they were made, pursuant to Section 14 of the Severance Law.
The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Annex C.
The Company hereby forfeits any right it may have for reimbursement of sums paid by the Company into the Managers Insurance or
Pension Plan, except: (i) in the event that the Executive withdraws such sums from the Managers Insurance or Pension Plan, other
than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events
provided for in Sections 16 and 17 of the Severance Law.



 


		5.2	Executive shall receive additional benefits as detailed in Annex A.



 


		6.	Tax Withholding and Consequences



 


For
avoidance of doubt, all payments and benefits under this Agreement are gross amounts. Any tax consequences (including without limitation
payment of national insurance tax and health tax) arising from the grant or exercise of any option or right or from any payment
made to Executive under this Agreement or any other event or act, whether on Executive’s part or the Company’s part,
shall be borne solely by Executive. The Company retains the right to deduct by way of withholding the applicable taxes and similar
payments that the Executive is required to pay under any applicable law from any Monthly Salary and/or from all other payments
and/or benefits granted to Executive under this Agreement and shall not gross up any amounts payable in connection with the Executive’s
employment or termination thereof. The Executive is advised to consult a tax adviser with respect to the tax consequences of receiving
or exercising any of his rights, options or other benefits payable to the Executive in connection with his employment with the
Company or termination thereof.


 




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		7.	Proprietary Information & Non
                                         Disclosure



 


			The provisions of the Proprietary Information, Assignment of Inventions, Non Disclosure and
                                                                             Non Compete Agreement attached hereto as Annex B (the “NDA”) are hereby incorporated by
                                                                             reference. Executive hereby acknowledges and agrees that this Agreement shall not come into force, unless the NDA is
                                                                             executed. The provisions of the NDA shall survive the rescission or termination, for any reason, of this Agreement.



 


		8.	Representations



 


		8.1	Executive represents and warrants to the Company that the execution and delivery of this Agreement
and the fulfillment of the terms hereof (i) will not constitute a default under or conflict with any agreement or other instrument
to which he is or was a party or by which he is bound, and (ii) does not require the consent of any person or entity (iii) shall
not utilize during the term of this Agreement any proprietary information of any third party, including prior employers of the
Executive.



 


		8.2	The Executive represents that he has the requisite skills and knowledge to perform his duties,
responsibilities and obligations under this Agreement. Executive further represents that he is familiar with all safety precautions
required in connection with the performance of his duties under this Agreement and the Company’s field of activity and that
he will comply with all safety measures and requirements reasonably necessary in connection with the performance of his duties
under the Agreement.



 


		9.	Notice; Addresses



 


		9.1	The addresses of the parties for purposes of this Agreement shall be the addresses first written
above, or any other address which shall be provided by due notice.



 


		9.2	All notices in connection with this Agreement shall be sent by registered mail or delivered by
hand to the addresses set forth above, and shall be deemed to have been delivered to the other party at the earlier of the following
two dates: if sent by registered mail, as aforesaid, 3 (three) business days from the date of mailing; if delivered by hand, upon
actual delivery or proof of delivery at the address of the addressee (in the event of a refusal to accept it). Delivery by facsimile
or other electronic communication shall be sufficient and be deemed to have occurred upon electronic confirmation of receipt.



 


		10.	Miscellaneous



 


		10.1	The preamble to this Agreement and the appendices hereto constitutes an integral part hereof.



 


		10.2	Headings are included for reference purposes only and are not to be used in interpreting this Agreement.



 


		10.3	This Agreement is a personal employment agreement and therefore no collective bargaining agreements
whatsoever shall apply with respect to the relationship between the parties hereto. The terms and conditions of this Agreement
are strictly confidential and shall not be disclosed to any of other Company’s employees. Breaching of this section shall
be considered a material breach of Executive’s fiduciary duties as well as of this Agreement. The Company will provide this
information only on a need to know basis, or according to the law.



 


		10.4	No failure, delay of forbearance of either party in exercising any power or right hereunder shall
in any way restrict or diminish such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance
by either party of any terms or conditions hereof.



 


		10.5	Any determination of the invalidity or unenforceability of any provision of the Agreement shall
not affect the remaining provisions hereof unless the business purpose of this Agreement is substantially frustrated thereby.



 




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		10.6	The Company shall be entitled to offset from any and/or all payments which Executive shall be entitled
thereof, any and/or all amounts to which the Company shall be entitled from the Executive at such time.



 


		10.7	This Agreement is personal and non-assignable by Executive. It shall inure to the benefit of any
corporation or other entity with which the Company shall merge or consolidate or to which the Company shall lease or sell all or
substantially all of its assets, and may be assigned by the Company to any affiliate of the Company or to any corporation or entity
with which such affiliate shall merge or consolidate or which shall lease or acquire all or substantially all of the assets of
such affiliate. Any assignee must assume all the obligations of the Company hereunder, but such assignment and assumption shall
not serve as a release of the Company.



 


		10.8	This Agreement and any annexes thereto constitute an “employee notice” as required
under the Employee’s Notice (Terms of Employment) Law – 2002.



 


		10.9	This Agreement, including any annexes thereto, constitutes the entire understanding and agreement
between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject
matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both
parties hereto.



 


		10.10	It is hereby agreed between the parties that this Agreement shall be governed by and construed
according to the laws of the State of Israel. Any dispute arising under or relating to this Agreement or any transactions contemplated
herein shall be resolved by the courts of Tel-Aviv, and each of the parties hereby submits irrevocably to the exclusive jurisdiction
of such venue.



 


IN
WITNESS WHEREOF, the parties have executed this Personal Employment Agreement as of the date first above written.


 


	Galmed Medical Research Ltd.	 	Executive
	By: 	/s/
    Chaim Hurvitz	 	By:	/s/ Allen
    Baharaff
	Name: 	Chaim Hurvitz	 	Name:	Allen Baharaff
	Title: 	director	 	 


 




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ANNEX
A


 


 EMPLOYMENT
TERMS


 


		1.	Employer Details:



 


		a.	Full Name: Galmed Medical Research Ltd.



 


		b.	Legal Entity: Limited Liability Company.



 


		c.	Identification Number: 513006841.



 


		d.	Address: Amot Mishpat Bldg. 12th floor, 8 Shaul Ha’melech Blvd. Tel Aviv, 6473307, Israel.



 


		2.	Executive Personal Details:



 


		a.	Full Name: Allen Baharaff.



 


		b.	Israeli I.D. Number: 059100818.



 


		c.	Address: 7 Hayutman Street Tel-Aviv



 


		d.	Phone No.: 054-4332093



 


		3.	Position in the Company: Chief Executive Officer.



 


		4.	Supervisor: The Board of Directors of the Company (the “Supervisor”, “Board”).



 


		5.	Term of Employment



 


		a.	Employment Starting Date: 1 January 2014.



 


		b.	This Agreement is made for an undefined term and it may be terminated by either party, by giving
the other party 90 prior written notice.



 


		6.	Monthly Salary: US 20,000, to be paid by NIS at the applicable exchange rate at the date
of payment (the “Monthly Salary”).



 


		7.	Managers Insurance



 


		a.	Contributions for Managers Insurance (percentages out of the Monthly Salary):



 


		i.	 	Company shall contribute 13.33%, of which: 8.33% shall constitute payment towards severance pay
component and 5% shall constitute payment towards providence component).



 


		ii.	 	5% shall be contributed by the Executive and deducted from Executive’s Monthly Salary.



 


		iii.	 	In addition, the Company shall make provision for the loss of earning capacity component at the
lower of: 2.5% of the Monthly Salary or such amount as shall be required to ensure 75% of the Monthly Salary.



 


		b.	The Executive hereby instructs the Company to transfer to such Managers Insurance the amount of
Executive’s and the Company’s contribution from each Monthly Salary.



 


		8.	Education Fund



 


		a.	Company shall contribute 7.5% of the Monthly Salary and the Executive shall contribute 2.5% of
the Monthly Salary to an Education Fund, to be selected by the Executive.



 


		b.	The Executive instructs the Company to transfer to such Education Fund the amount of Executive’s
and the Company’s contribution from each Monthly Salary.



 


		c.	In the event of termination of Executive’s employment under this Agreement for any reason
other than a termination for Cause (as defined in the Agreement) Executive shall be entitled to all sums accumulated in the Education
Fund. In the event of termination for Cause (as defined in the Agreement) Executive shall not be entitled to any of Company’s
contributions to the Education Fund made during the Agreement.



 






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		9.	Annual Vacation



 


		a.	Executive shall be entitled to 24 paid vacation days during each year of employment with the Company.



 


		b.	Executive shall be obligated to take at least 7- consecutive paid vacation days (5 working days
and 2 rest days) during each year of Executive’s employment, as prescribed by law.



 


		c.	Unless agreed by the Company and or the Board, vacation days may be accumulated for no more than
two years after which Executive shall forfeit any unused vacation remaining at the end of such two-year period. Accumulated vacation
time shall be redeemed only in the event of the termination of employment.



 


		d.	The dates of the Executive’s vacation shall be coordinated with the Company and/or the Board.



 


		e.	The Company shall be entitled to set uniform dates for vacation for all or part of its employees,
with respect to all or any part of the vacation days, as it shall deem fit.



 


		10.	Reimbursement for Cellular Phone expenses.



 


		a.	The Company shall reimburse the
                                         Executive for cellular phone expenses incurred in the course of performing his obligations
                                         under this Agreement (the “Cellular Phone”) against the submission
                                         of receipts and/or invoices evidencing such expenses.



 


		b.	The Executive shall bear (and hereby irrevocably authorizes Company to deduct and set off from
his Monthly Salary) all tax obligations related to the use of the Cellular Phone, if any. The reimbursement for Cellular Phone
expenses shall not be considered in any case whatsoever as part of the Monthly Salary and Executive will not receive any social
benefits on the imputed income related to the reimbursement for Cellular Phone expenses hereunder.



 


		11.	Car Maintenance Payment



 


		a.	The Executive shall be entitled to receive payment for car maintenance in expenses in the amount
of NIS 2500 per month. It is hereby clarified that the car maintenance payment under this Section shall come in lieu of any payment
in respect of travel expenses required by law.



 


		b.	As a condition precedent to receive payment under this Section, the Executive shall present to
the Company a valid driving license and a valid car license with respect to a car registered in the name of the Executive or his/her
spouse.



 


		c.	The Executive shall bear (and hereby irrevocably authorizes Company to deduct and set off from
his/her Monthly Salary) all tax obligations related to the payment for car maintenance, if any. The car maintenance payment shall
not be considered in any case whatsoever as part of the Monthly Salary and Executive will not receive any social benefits on the
imputed income related to the car maintenance payment hereunder.



 


		d.	The Company, at its sole discretion, may decide to furnish the Executive with a car (of the same
group) instead of car maintenance.



 






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		12.	Equity-based compensation



 


		a.	The Executive shall be granted with
                                         an option to purchase 240 Ordinary Shares of the parent company (or its successor, as
                                         the case may be) of the Company, representing approximately 2.04% of the parent company’s
                                         share capital on an as converted fully diluted basis (the “Options”).
                                         The exercise price of the Options shall be $ 3901 . 50% of the Options shall
                                         be become fully vested as of January 2014 and the remaining 50% vesting on a quarterly
                                         basis during the following two (2) years. The grant of the Option is subject to the execution
                                         by the Executive of the parent company or its successor standard option agreement and
                                         the approval of the authorized organs of the companies. All of the unvested options under
                                         these Options shall automatically vest immediately prior to a Transaction (as shall be
                                         defined in the parent company’s or its successors share incentive plan). The Executive
                                         shall bear (and hereby irrevocably authorizes Company to deduct and set off from his
                                         Monthly Salary, to the extent applicable) all tax obligations in connection with the
                                         Options. The Options shall not be considered in any case whatsoever as part of the Monthly
                                         Salary and Executive will not be entitled to receive any social benefits on the imputed
                                         income related to the grant of Options, their value or any matter arising therefrom,
                                         and shall bear all taxes and other compulsory payments associated with such imputed income.



 


		b.	Notwithstanding the above, during the Executive’s employment with the Company, he will be
considered for equity compensation awards under the Company’s compensation policy as shall be in effect from time to time,
and subject to law, and all in accordance with the compensation policy’s terms and at the discretion of the compensation
committee and the Board.



 


		13.	Remuneration for Executive’s Non-Compete Undertaking



 


		a.	The Executive hereby undertakes, for a period of 9 months after the termination of his employment
by either the Company or the Executive (meaning from the date on which the employer-employee relationship with Company ends), not
to engage, directly or indirectly, in any business, position, work or any other engagement that competes with the business of the
Company or any company in the Galmed Group, including as consultant, unless he receives the Company’s prior written approval.



 


		b.	At any event of termination of the employment of the Executive by either the Company or the Executive,
for any reason (however excluding termination for Cause the Executive shall be entitled to a payment of 9 times the gross Monthly
Salary, in effect at such time, to be paid in 9 equal monthly installments, in exchange for the Executive’s undertaking not
to compete with the Company, as further detailed in the NDA and any other non-compete obligations undertaken by the Executive and
subject to compliance therewith. Notwithstanding the foregoing, in the event that the Executive materially breaches any provision
of this Section, the payment of the Non-Compete_Remuneration shall immediately cease, and the Company shall be entitled to reclaim
any amounts already paid in accordance therewith, and the Company shall have no further obligations to the Executive with respect
thereto, without derogating from any other rights or remedies available to the Company pursuant to the Agreement or applicable
law in respect of such breach.



 


		c.	Notwithstanding the foregoing, in the event that the Company, at the Executives request, approves
the release of Executive from the requirements set forth in Section (a), the Company shall have no obligation to provide the aforesaid
payment described in Section (b).



 


		d.	It is hereby agreed and clarified that, when determining the Executive’s non-competition
undertaking, the parties took into account the payment to which Executive is entitled pursuant hereto, which is being made in consideration,
inter alia, for such undertaking and subject to compliance therewith.



 


		e.	The Executive shall bear (and hereby irrevocably authorizes Company to deduct and set off such
amounts, to the extent applicable) all tax obligations in connection with the Non- Compete_Remuneration. The Non-Compete Remuneration
shall not be considered in any case whatsoever as part of the Monthly Salary and Executive will not be entitled to receive any
social benefits on the imputed income related to the Non-Compete Remuneration, and shall bear all taxes and other compulsory payments
associated with such imputed income.



 





 











1
Equal to 15% of the Price per share offered in the December 2011 round.


 






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		14.	Bonus



 


		a.	Executive may be eligible to receive
                                         an annual cash bonus which shall be in an amount between twice (2) the gross Monthly
                                         Salary in effect at such time and six (6) times the gross Monthly Salary in effect at
                                         such time, based upon achievement of qualitative and quantitative objectives determined
                                         with respect to each year by the Company, and subject to additional terms and conditions
                                         that may be determined by the Company from time to time and notified to the Executive
                                         (the “Incentive Bonus”); all in accordance with, and subject
                                         to, the Company’s compensation policy as shall be in effect from time to time,
                                         and subject to law. The extent to which the Executive shall have met the qualitative
                                         and quantitative objectives for any fiscal year and the actual amount of the Incentive
                                         Bonus shall be determined by the Compensation Committee and Board, in its sole discretion,
                                         in accordance with the Company’s compensation policy as shall be in effect from
                                         time to time and subject to any and all approvals required under law. The Compensation
                                         Committee and Board’s determinations shall be final. The Incentive Bonus shall
                                         be paid to the Executive at the same time as annual bonuses are generally payable to
                                         other similarly situated senior executives of the Company.



 


		b.	Subject to Executive’s continuous
                                         employment through the applicable payment date or as otherwise provided in this Agreement,
                                         upon the successful completion of the Company’s IPO, the Company shall pay the
                                         Executive an amount equal to $200,000 (the “IPO Bonus”), which
                                         shall be paid together with Executive’s first Monthly Salary following the consummation
                                         of the IPO. The IPO Bonus shall be paid in NIS at the applicable exchange rate at the
                                         date of payment.



 


		c.	The Executive shall bear (and hereby irrevocably authorizes Company to deduct and set off such
amounts, to the extent applicable) all tax obligations in connection with the Incentive Bonus and/or IPO Bonus. The Incentive Bonus
and/or IPO Bonus shall not be considered in any case whatsoever as part of the Monthly Salary and Executive will not be entitled
to receive any social benefits on the imputed income related to the Incentive Bonus and/or IPO Bonus, and shall bear all taxes
and other compulsory payments associated with such imputed income.



 


		15.	Clawback



 


In
the event of a restatement of the Company’s financial statements, as a result of erroneous statements, the Executive will reimburse
payments that have already been paid to him on the basis of such erroneous financial results that were followed by a restatement,
subject to applicable law. By signing this Agreement, Executive grants the Company a power of attorney to deduct from the Monthly
Salary and/or any payments due to the Executive by the Company, any amounts owed by him under this section, in accordance with
applicable law.


 


		16.	Sick Leave & Recreation pay



 


The
Executive shall be entitled to sick leave and recreation pay (“dmei havra’ah”) according to any applicable law.


 


	Galmed Medical Research Ltd.	 	Executive
	 	 	 
	By: 	/s/ Allen Baharaff	 	By:	/s/ Allen Baharaff
	Name: 	Allen Baharaff	 	Name: 	 
	Title:	 Director	 	Title:	 


 




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ANNEX
B


 


EMPLOYEE
PROPRIETARY INFORMATION, ASSIGNMENT OF INVENTIONS NON DISCLOSURE AND NON COMPETE AGREEMENT


 


I
hereby acknowledge that as a result of my employment, I may develop, receive, or otherwise have access to confidential or proprietary
information, which is of value to Galmed Medical Research Ltd. (the “Company”), any of its subsidiaries, affiliates,
including without limitations Galmed Pharmaceuticals Ltd., the Galmed Group and any and all entities surviving any corporate reorganization
thereof (the “Group”). Therefore and as a condition of my employment with the Company I agree as follows:


 


1.      Nondisclosure.


 


1.1    Protection
of Company’s Rights; Nondisclosure. At all times during my engagement with the Company (irrespective of the commencement date
of any corresponding agreement) and thereafter, I will hold in strictest confidence and will not disclose to any person or entity,
use, lecture upon, or publish any of the Company’s Proprietary Information (as defined below), except as such disclosure, use or
publication may be necessary to perform my duties to the Company, or unless the Board of Directors of the Company expressly authorizes
such in writing. Without limiting the foregoing, I will obtain the Company’s written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Proprietary
Information. I hereby agree and declare that all Proprietary Information, including Inventions and Proprietary Rights (both as
defined below) are, and shall be the sole property of the Company and/or any of its assignees.


 


1.2    Proprietary
Information. “Proprietary Information” means any and all knowledge, data and/or information, whether written,
verbal, or in any other form or media, owned or held by or related to, the Company and/or the Group, and their respective businesses,
including without limitation, knowledge, data and/or information created, conceived and/or reduced to practice by me, either alone
or jointly with others, in the course of my employment with the Company. By way of illustration but not limitation, “Proprietary
Information” includes:


 


(a)  trade
secrets, inventions, mask works, ideas, processes, formulas, software, hardware, firmware, including without limitation, source
and object codes, other works of authorship, know-how, improvements, modifications, enhancements, discoveries, developments, documentation,
designs, methods and techniques, information regarding algorithms, analyses, genes, gene sequences and loci, chemical compounds,
trials and trial results, medicinal, strategies in drug design, assay systems, procedures, tests and equipment related thereto,
all derivatives, improvements and enhancements to the Company’s technology which are created or developed by me while an
employee of the Company or the Group or while otherwise providing services to the Company or the Group, excluding Prior Inventions
as defined in Section 2.2 (the “Inventions”); and


 


(b)  information
concerning plans for research, past or prospective trials, development or future research, development of planned and/or new products,
marketing and sales, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers,
business developments, the existence, scope or activities of any research, development, manufacturing, marketing or other projects;
and


 


(c)  the
terms of my employment including, without limitation, the terms and conditions of this Agreement and information concerning the
skills and compensation of other employees of the Company and/or the Group and their customers, suppliers, licensors, licensees,
business partners and/or affiliates.


 


Notwithstanding
the foregoing, it is understood that, at all such times, I am free to use information which is generally known to the public in
the trade or industry, which is not gained as a result of a breach of this Agreement, to whatever extent and in whichever way I
wish; provided that such information is not in any way competitive or likely to be competing with the Company’s or Group’s
business as currently conducted and as may be conducted in the future.


 


1.3    Third
Party Information. I understand, in addition, that the Company and/or the Group have received and in the future may receive
from third parties confidential or proprietary information (“Third Party Information”’) subject to a duty on the
part of the Company, its subsidiaries and/or affiliates to maintain the confidentiality of such information and to use it only
for certain limited purposes. I will hold Third Party Information in the strictest confidence and will not disclose to anyone other
than Company personnel who need to know such information in connection with their work for the Company and for the relevant limited
purposes for which it was received, or use such Third Party Information, other than in connection with my work for the Company
and for the limited purposes for which it was received.


 


1.4    No
Improper Use of Information of Prior Employers and Others. During the time of my engagement with the Company, I will not improperly
use or disclose any confidential or proprietary information or trade secrets, if any, of any former employer or any other person
or entity to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished
documents or any property belonging to any former employer or any other person or entity to whom I have an obligation of confidentiality
unless consented to in writing by that former employer, person or entity.


 






    	 



    	 



    

 


2.     Assignment
of Inventions and of Proprietary Information.


 


2.1    Proprietary
Rights. The term “Proprietary Rights” shall mean any and all intellectual property rights, including without
limitation, trade secrets, copyrights, patents and other rights subsisting throughout the world in Proprietary Information, including
in Inventions.


 


2.2    Prior
Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company
(“Prior Inventions”) are listed in Annex A hereto and are excluded from the scope of this Agreement.
If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, formula, process or
machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with
rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding
the foregoing, I undertake not to incorporate, or permit to be incorporated, Prior Inventions in any Service Invention (as defined
below) without the Company’s prior written consent.


 


2.3    Assignment
of Inventions. I will promptly disclose to the Company, or any persons designated by it. all Service Inventions. For the purposes
of this Agreement, “Service Inventions” shall mean all Inventions and Proprietary Information and any and all
Proprietary Rights therein or based thereon, whether or not patentable or copyrightable or otherwise registerable or protectable,
which are created, conceived or reduced to practice by me, either alone or jointly with others, in the course of my employment
with the Company, including, without limitation, service inventions under Section 134 of the Israeli Patent Law 5727-1967 (the
“Patent Law”).


 


2.4    Subject
to Section 2.6 below, I hereby assign and transfer as and when any such Service Invention is first created or conceived and when
first reduced to practice or first fixed in a tangible medium, as applicable, to the Company all rights, title and interests in
and to any and all Service Inventions, without additional consideration other than my salary and other benefits to which I am entitled
to as an employee of the Company (including without limitation, without any compensation or royalties in accordance with Section
134 of the Patent Law). I hereby waive any right and/or claim for ownership or additional compensation in relation to any Service
Invention, including, without limitation, in the framework of Section 132(b) of the Patent Law, with respect to which I hereby
waive my rights thereunder and which will not apply to me or to any Service Invention. I agree to assist the Company as may be
required from time to time in formalizing such assignment, including signing all documents to such effect (including, without limitation,
Patent Office forms). I further agree that, with respect to all Inventions and Proprietary Information and other matters concerning
my employment with the Company that may result in publishable material, all such publication rights shall belong exclusively to
the Company.


 


2.5    Works
for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the
scope of my employment whether or not protectable by copyright are included in the term “Inventions” and are the property
of the Company including, to the extent protectable by copyright, pursuant to applicable copyright law.


 


2.6    Non-assignable
Inventions. This Agreement will not be deemed to assign any invention which complies with all the following: (i) was developed
entirely on my own time; (ii) was developed entirely without using the Company’s equipment, supplies, facilities, or Proprietary
Information; (iii) is not related to the Company’s actual or anticipated business, research or development; and (iv) does not result
from work performed by me for or on behalf of the Company.


 




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2.7    Enforcement
of Proprietary Rights. I will assist the Company in every way possible to obtain, and from time to time, to enforce, any Proprietary
Rights relating to Service Inventions in any and all countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may reasonably request from me from time to time. My
obligation to assist the Company with respect to Proprietary Rights shall continue beyond the termination of my employment, provided
that the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s
request on such assistance and any reasonably incurred expenses related thereto.


 


2.8    Power
of Attorney. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document
needed in connection with Section 2.4 above or the actions specified in Section 2.7 above, I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an
interest, to act for and in my name and on my behalf to execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purpose of the Company protecting its rights and interests in the Proprietary Rights under Sections
2.4 and 2.7 above with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and
all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Service Invention assigned hereunder
to the Company.


 


3.      Records
and Return of Company Documents.


 


I
agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings, memoranda, specifications, devices,
formulas, developments, documents and in any other form that may be required by the Company) of all Proprietary Information, including
Inventions made by me during the entire period of my engagement with the Company, which records shall be available to and remain
the sole property of the Company at all times. Upon the earlier of the termination of my employment with the Company or the Company’s
first request, I will deliver to the Company any and all such records, together with all copies thereof, and any other material
containing or disclosing any Inventions, Third Party Information or Proprietary Information which shall be in my possession or
control at the time of termination of my employment or the Company’s request.


 


4.      Competitive
Activities.


 


I
agree that, during the period of my employment by the Company and for a period of (1) one year thereafter, I will not, directly
or indirectly, engage in any employment or business activity (including without limitation, manage, operate, join, control, or
participate in or be connected with, as an officer, employee, partner, shareholder, consultant, employee or otherwise), or hold
an interest in any business, which is similar to, or competitive with, the business of the Company, the Group or any of the Company’s
or the Group’s present or future subsidiaries and/or affiliates, as currently being conducted or as may be conducted from
time to time during the period of my employment (including by interfering to the Company’s business or engagements with third
parties), provided that the foregoing shall not preclude me from owning shares that constitute no more than 1% of the outstanding
shares in a publicly traded company. I agree further that during the period of my employment by the Company and for a period of
one (1) year thereafter, I will not (i) induce any employee of the Company or the Group or any former employee of the Company or
the Group which was employed with the Company or the Group during the preceding twelve (12) months period to leave their employment,
and (ii) be engaged, as an independent operator or as an employee, in Israel or elsewhere, directly or indirectly, by or on behalf
of clients or suppliers of the Company with whom I have been in contact at any time during the two years prior to my ceasing to
be employed by the Company.


 


5.      No
Conflicting Obligation.


 


I
represent that my performance of all the terms of this Agreement and as an employee of the Company or in any other capacity during
my engagement with the Company did not does not and will not breach any agreement I have with any third party, including agreements
to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree not to enter in the future into, any agreement either written or oral in conflict herewith. I further agree not
to engage in any activities that conflict or may reasonably conflict with any of my obligations to the Company hereunder.


 




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6.      Notify
New Employer.


 


After
termination of my employment with the Company, I agree to notify any new employer of my rights and obligations under this Agreement.


 


7.      Full
Consideration.


 


I
hereby acknowledge and agree that the salary and other benefits provided to me under my Employment Agreement constitute appropriate,
full and fair consideration in connection with my employment with the Company, including, without limitation, with respect to this
Agreement and including with respect to my undertakings under Section 4 above and with respect to any Service Inventions created,
conceived or reduced to practice or that may be created, conceived or reduced to practice by me, either alone or jointly with others,
in the course of my employment with the Company, all of which are assigned to the Company in accordance with this Agreement, and
I hereby unconditionally and irrevocably waive any right I may have to receive any additional payment or other consideration whatsoever
to which I may be entitled with respect to any Service Invention pursuant to any applicable law, in any jurisdiction, including
(but not limited to) pursuant to Section 134 of the Patent Law, or any provision that may supersede it. In the event that for any
reason such right cannot be waived. I hereby assign and transfer to the Company any such right I may have to receive any additional
payment or other consideration whatsoever with respect to any Service Invention pursuant to any applicable law, including the Patent
Law, in any jurisdiction.


 


8.      General
Provisions.


 


8.1    Severability.
In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this
Agreement, which shall remain in full force and effect and such provision shall be deemed modified to the extent necessary to render
such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly,
preserving to the fullest permissible extent the intent and agreements of the parties set forth in this Agreement.


 


8.2    Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will
be inure to the benefit of the Company, its successors, and its assigns. The Company may assign this Agreement and/or its rights
hereunder to any third party and I will cooperate with and assist such third party in the same manner and to the same extent that
I agreed to cooperate with and assist the Company hereunder, all as provided for herein.


 


8.3    Survival.
The provisions of this Agreement shall survive the termination of my employment with the Company and the assignment of this
Agreement by the Company to any successor in interest or other assignee.


 


8.4    Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required
to give notice to enforce strict adherence to all terms of this Agreement.


 


8.5    Entire
Agreement. The provisions of this Agreement shall apply to any period of time during which I was previously engaged, or will
in the future become engaged, by the Company as a consultant, if and to the extent no other agreement governs any matter provided
for herein during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the
subject matter hereof and supersedes and merges all prior discussions or agreements between us with respect to the subject matter
hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement.


 


8.6    Equitable
Remedies. I agree that it would be impossible to measure and calculate the Company’s losses and damages from any breach
of the covenants set forth in this Agreement. Accordingly, I agree that in the event of any breach or threatened breach of my obligations
hereunder, the Company will have, in addition to any other remedies available under applicable law, the right to seek injunctive
or other equitable relief from a court of competent jurisdiction restraining such breach and to seek specific performance without
the need to post any bond.


 




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This
Agreement is effective as of the first day of my employment with the Company, namely:           ,
2013


 


I
HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND AND AGREE TO ITS TERMS.


 





	 	 	 	/s/ Allen Baharaff
	 	 	Name:	Allen Baharaff
	 	 	Date:	 
	 	 	ID Number:	059100818
	 	 	 	 
	Accepted and agreed:	 	 	 
	 	 	 	 
	/s/ Allen
    Baharaff	 	 	 
	Galmed Medical Research Ltd.	 	 	 
	By: 	Allen Baharaff	 	 	 
	Title: 	Director	 	 	 
	Date:	 	 	 	 




 




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Annex
A - Prior Inventions


 




    	-6-



    	 



    

 


ANNEX
C


 


GENERAL
APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAYUNDER THE SEVERANCE PAY
LAW, 5723-1963