Unassociated Document


    10.1


    TERMINATION
      AGREEMENT

    


    December
      17, 2007

    


    Yoram
      Drucker

    Israeli
      I.D number 59795252

    31
      Dov
      Sadan st.

    Jerusalem
      

    


    Dear
      Yoram:

     

    In
      connection with the termination of your employment relationship with Brainstorm
      Cell Therapeutics Ltd., a company incorporated under the laws of the State
      of
      Israel and Brainstorm Cell Therapeutics, Inc., a Delaware corporation
      (collectively, the “Company”), the Company and you have agreed to the severance
      benefits described in the “Description of Severance Benefits” attached to this
      letter as Attachment
      A,
      if you
      sign and return this letter to the Company within five (5) days of the date
      hereof.

    


    Your
      active employment with the Company terminated on November 15, 2007 (the
“Termination Date”); however, if you sign and return this letter agreement as
      described above, you will remain on the Company’s payroll solely for the purpose
      of receiving your severance benefits until your severance payments are fully
      paid by the Company in accordance with this letter agreement. As agreed between
      you and the Company, you shall be permitted to seek, accept and commence
      employment with a new employer at any time after the date hereof, provided
      that
      such employment does not violate Section 6 of this letter agreement. You will
      not accrue any additional vacation time or salary (other than severance payments
      as described herein) after your Termination Date.

    


    The
      signature below of an authorized representative of the Company indicates the
      Company’s agreement to the terms hereof. In addition, by your signing and
      returning this letter agreement to the Company, you will be agreeing to the
      terms and conditions set forth in the paragraphs below, including the release
      of
      claims set forth in Section 3. Therefore, you are advised to consult with your
      attorney before signing this letter agreement. 

    


    The
      following paragraphs set forth the terms and conditions which will apply if
      you
      timely sign and return this letter agreement. 

    


    
      	 	
              1.

            	
              Termination
                Date.
                The effective date of termination from active employment with the
                Company,
                as stated above, is November 15, 2007.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              2.

            	
              Description
                of Severance Benefits.
                The severance benefits to be paid to you if you timely sign and return
                this letter are described in the “Description of Severance Benefits”
                attached hereto as Attachment
                A
                (the “severance benefits”). 

            


    

    


    
      	 	
              3.

            	
              Release.
                For good and valuable consideration which you acknowledge you would
                not
                otherwise be entitled to receive, you hereby fully, forever, irrevocably
                and unconditionally release, remise and discharge the Company and
                its
                predecessors and successors and past and present officers, directors,
                stockholders, partners, members, managers, affiliates, subsidiaries,
                consultants and parent companies, agents, representatives and employees
                (together, with the Company, the “Released Parties”) from any and all
                claims, charges, complaints, demands, actions, causes of action,
                suits,
                rights, debts, sums of money, costs, accounts, reckonings, covenants,
                contracts, agreements, promises, doings, omissions, damages, executions,
                obligations, liabilities, and expenses (including attorneys' fees
                and
                costs), of every kind and nature which you ever had or now have against
                the Released Parties, including, but not limited to, all claims arising
                out of your employment with and/or separation from the Company (including,
                without limitation, any claims for back-pay or relating to or arising
                from
                salary, compensation or wages), all employment discrimination claims
                under
                Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et
                seq.,
                the Americans With Disabilities Act of 1990, 42 U.S.C., §12101
                et seq.,
                both as amended; all claims arising out of the Family and Medical
                Leave
                Act, 29 U.S.C. § 2601 et seq.,
                the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.,
                the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §
                1001 et seq.,
                the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
§ 2101
                et seq.,
                the New York Human Rights Law, N.Y. Exec. Law, Art. 15, ss. 290
                et seq.,
                and the New York Rights of Persons With A Disability Law, N.Y. Civil
                Rts.
                Law, Art. 4-B et seq.,
                all as amended; the New York Equal Rights Law, as amended; the New
                York
                City Administrative Code, except for rights that cannot be waived
                by law,
                all as amended; all common law claims including, but not limited
                to,
                actions in tort, defamation and breach of contract; all claims to
                any
                non-vested ownership interest in the Company, contractual or otherwise,
                including, but not limited, to claims to stock, phantom stock, or
                other
                type of equity, ownership interest, incentive compensation or profit
                sharing; and any claim or damage arising out of, or otherwise occurring
                during, your employment with or separation from the Company (including
                a
                claim for retaliation) under any common law theory or any federal,
                state
                or local statute or ordinance not expressly referenced above
                (collectively, the “Released Claims”); provided, however, that nothing in
                this Agreement prevents you from filing, cooperating with, or
                participating in any proceeding before the Equal Employment Opportunity
                Commission or a state fair employment practices agency (except that
                you
                acknowledge that you may not be able to recover any monetary benefits
                in
                connection with any such claim, charge or proceeding).
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Also,
      this Termination Agreement comprises compromise and notice as it means in
      Section 29 to Israeli Severance Pay Law, 1963.

    


    You
      hereby irrevocably agree to refrain from directly or indirectly asserting any
      Released Claims in any court or before any tribunal against the Released
      Parties.

     

    You
      acknowledge that you have had an opportunity to consult with independent legal
      counsel and have had the opportunity to discuss fully the terms of this release
      with such independent legal counsel.

     

    You
      acknowledge that you have five (5) days after the date hereof to consider the
      terms of this release before signing it. 

     

    You
      acknowledge that this Agreement shall become effective immediately upon
      execution by you and an authorized representative of the Company.


     

    
      	 	
              4.

            	
              Return
                of Company Property.
                Except with respect to the Company vehicle, of which, pursuant to
                Section
                4 of Attachment
                A,
                you are entitled to maintain possession (the “Company Car”), you agree
                that you have returned all property belonging to the Company including,
                but not limited to, keys, files, records (and copies thereof), computer
                hardware and software, credit cards, cellular phones, fax machines,
                and
                pagers, if any, and any and all other information or property previously
                or currently held or used by you that is or was related to your employment
                with the Company (collectively, “Company Property”). You agree that any
                data belonging to the Company that is saved or resides on your personal
                computer, PDA, in your personal files or otherwise in your possession
                shall be properly transferred and delivered to the Company by November
                15,
                2007. You agree that in the event that you discover any Company Property
                and materials (other than the Company Car) in your possession after
                the
                Termination Date, you will immediately return such Company Property
                to the
                Company. You further agree to leave intact all electronic documents
                belonging to the Company, including those which you developed or
                helped to
                develop during your employment. 

            


    

    


    
      	 	
              5.

            	
              Non-Disparagement
                by You.
                You
                understand and agree that as a condition of payment to you of the
                severance benefits, you shall not make any false, negative, disparaging
                or
                derogatory statements (whether written, oral or otherwise) about
                the
                Company, its business affairs, strategy, management, financial condition
                or otherwise or about the Released Parties, to any party, including
                any
                media outlet, industry group, financial institution, competitor or
                current
                or former employee, consultant, client or customer of, or investor
                in, the
                Company, or any of the Released Parties.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              6.

            	
              Non-Competition.
                

            


    

    


    
      	 	
              a.

            	
              For
                a period of two years after the date you are no longer on the Company’s
                payroll, you will not directly or
                indirectly:

            


    

     

    (i) as
      an
      individual proprietor, partner, stockholder, officer, employee, director, joint
      venturer, investor, lender, consultant, or in any other capacity whatsoever
      (other than as the holder of not more than one percent of the combined voting
      power of the outstanding stock of a publicly held company), develop, design,
      produce, market, sell or render (or assist any other person in developing,
      designing, producing, marketing, selling or rendering) products, technologies,
      or services in the stem cell field; or 

    


    (ii) solicit,
      divert or take away, or attempt to divert or to take away, the business or
      patronage of any of the clients, business partners, customers or accounts,
      or
      prospective clients, customers or accounts, or any vendors or suppliers of
      the
      Company while you were employed by the Company. 

    
      


      
        	 	
                b.

              	
                For
                  a period of two years after the Termination Date , you will not
                  directly
                  or indirectly recruit, solicit or hire any employee of the Company,
                  or
                  induce or attempt to induce any employee or contractor or consultant
                  or
                  collaborator of the Company to terminate his/her employment with,
                  or
                  otherwise cease his/her relationship with, the
                  Company.

              


      

    

    


    
      	 	
              7.

            	
              Binding
                Agreement.
                This letter agreement shall be binding upon the parties upon execution,
                and may not be modified in any manner, except by an instrument in
                writing
                of concurrent or subsequent date signed by duly authorized representatives
                of the parties hereto. This letter agreement is binding upon and
                shall
                inure to the benefit of the parties and their respective agents,
                assigns,
                heirs, executors, successors and administrators.
                

            


    

    


    
      	 	
              8.

            	
              Waiver
                of Rights.
                No
                delay or omission by any party hereto in exercising any right under
                this
                letter agreement shall operate as a waiver of that or any other right.
                A
                waiver or consent given by any party hereto on any one occasion shall
                be
                effective only in that instance and shall not be construed as a bar
                or
                waiver of any right on any other
                occasion.

            


    

    


    
      	 	
              9.

            	
              Validity.
                Should
                any provision of this letter agreement be declared or be determined
                by any
                court of competent jurisdiction to be illegal or invalid, the validity
                of
                the remaining parts, terms or provisions shall not be affected thereby
                and
                said illegal or invalid part, term or provision shall be deemed not
                to be
                a part of this letter agreement.

            


    

    


    
      	 	
              10.

            	
              Cooperation. 

            


    

    


    
      	 	
              a.

            	
              You
                agree that after the date hereof, you shall reasonably cooperate
                with and
                assist the Company with respect to its intellectual property assets
                and
                filings as and when requested by the Company. You also hereby represent
                and acknowledge that the intellectual property of the Company is
                owned
                exclusively by the Company and you have no ownership rights whatsoever
                in
                or to such assets or
                properties.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              b.

            	
              You
                agree that for a period of two (2) years following the Termination
                Date,
                you shall reasonably cooperate with and assist the Company with respect
                to
                any third party litigation regarding matters occurring in whole or
                in part
                during your employment with the Company.


            


    

    


    
      	 	
              11.

            	
              Confidentiality.
                To
                the extent required by law, you understand and agree that as a condition
                for payment to you of the severance benefits herein described, the
                existence and terms and contents of this letter agreement, and the
                contents of the negotiations and discussions resulting in this letter
                agreement, shall be maintained confidential by you and your agents
                and
                representatives and shall not be disclosed to any third party except
                to
                the extent required by federal or state law or as otherwise agreed
                to in
                writing by the Company (provided, however, you shall be permitted
                to
                discuss these matters with your legal counsel, tax planner or advisor
                and
                other professional service providers, provided that such persons
                maintain
                such confidentiality). In addition, you agree that, except to the
                extent
                required by law, you shall not discuss with any third party, and
                shall
                maintain the strictest confidentiality of, any information regarding
                or
                relating to the Company, its business, its business plans, its financial
                condition, its products, its intellectual property or other assets,
                its
                board of directors, officers, employees, consultants, vendors, customers,
                prospects or partners. In addition, in no event shall no present
                yourself
                to any person or party as an agent, consultant, officer or employee
                of the
                Company, and you shall not make any representation or commitment
                to any
                party or commitments on behalf of the
                Company.

            


    

    


    
      	 	
              12.

            	
              Nature
                of Agreement.
                You understand and agree that this letter agreement is a severance
                agreement and general release by you and does not constitute an admission
                of liability or wrongdoing on the part of the Company or any of its
                affiliates. You also agree that the Company is not obligated to offer
                or
                provide severance benefits or payments to you, and that its offer
                of
                severance benefits and payments to you hereunder is subject to your
                satisfaction of the conditions set forth
                herein.

            


    

    


    
      	 	
              13.

            	
              Acknowledgments.
                You
                acknowledge that you were given five (5) days after the date hereof
                to
                consider this letter agreement, including Attachment
                A.
                You acknowledge that you have been advised by the Company to consult
                with
                an attorney of your own choosing prior to executing this letter agreement.
                

            


    

    


    
      	 	
              14.

            	
              Voluntary
                Assent.
                You affirm that no other promises or agreements of any kind have
                been made
                to or with you by any person or entity whatsoever to cause you to
                sign
                this letter agreement, and that you fully understand the meaning
                and
                intent of this letter agreement. You further represent and acknowledge
                that you have carefully read this letter agreement, including Attachment
                A,
                you understand the contents hereof, freely and voluntarily assent
                to all
                of the terms and conditions hereof, and sign your name of your own
                free
                act.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              15.

            	
              Breach.
                IN
                THE EVENT YOU BREACH THIS LETTER AGREEMENT (INCLUDING, BUT NOT LIMITED
                TO,
                THE CONFIDENTIALITY, NON-COMPETITION OR NON-DISPARAGEMENT COVENANTS),
                THEN
                ALL ADDITIONAL AMOUNTS OWED TO YOU UNDER THIS LETTER AGREEMENT BY
                THE
                COMPANY SHALL CEASE IMMEDIATELY, AND THE COMPANY (AND THE RELEASED
                PARTIES, AS THE CASE MAY BE) SHALL HAVE THE RIGHT TO RECAPTURE FROM
                YOU
                ALL PREVIOUS PAYMENTS MADE TO YOU UNDER THIS LETTER AGREEMENT AND
                TO SEEK
                ALL OTHER REMEDIES AVAILABLE TO THEM UNDER APPLICABLE LAW. IN THE
                EVENT OF
                YOUR BREACH OF THIS LETTER AGREEMENT, THE COMPANY (AND THE RELEASED
                PARTIES, AS THE CASE MAY BE) SHALL BE ENTITLED TO REIMBURSEMENT FROM
                YOU
                OF ALL REASONABLE LEGAL FEES AND OTHER EXPENSES INCURRED BY IT OR
                THEM IN
                CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS UNDER THIS LETTER
                AGREEMENT. IN THE EVENT A COURT OF LAW DETERMINES THE COMPANY HAS
                BREACHED
                THIS LETTER AGREEMENT, THE COMPANY SHALL REIMBURSE YOU FOR ANY REASONABLE
                LEGAL FEES INCURRED BY YOU IN ENFORCING YOUR RIGHTS
                HEREUNDER.

            


    

    


    
      	 	
              16.

            	
              Third
                Party Beneficiaries.
                The
                Released Parties are intended beneficiaries of the covenants made
                by you
                in this letter agreement, and they shall be entitled to enforce this
                letter agreement as if they were actual parties
                hereto.

            


    

    


    
      	 	
              17.

            	
              Counterparts.
                This
                letter agreement may be executed in counterparts, each of which shall
                be
                deemed to be an original but both of which together shall constitute
                one
                and the same instrument.

            


    

    


    
      	 	
              18.

            	
              Applicable
                Law.
                This letter agreement shall be interpreted and construed by the laws
                of
                the State of New York without regard to conflict of laws provisions.
                You
                hereby irrevocably submit to and acknowledge and recognize the
                jurisdiction of the courts of the State of New York, or if appropriate,
                a
                federal court located in New York (which courts, for purposes of
                this
                letter agreement, are the only courts of competent jurisdiction),
                over any
                suit, action or other proceeding arising out of, under or in connection
                with this letter agreement or the subject matter
                hereof.

            


    

    


    
      	 	
              19.

            	
              Entire
                Agreement.
                This letter agreement contains and constitutes the entire understanding
                and agreement between the parties hereto with respect to the subject
                matter hereof and cancels all previous oral and written negotiations,
                agreements, commitments, and writings in connection herewith. Nothing
                in
                this paragraph, however, shall modify, cancel or supercede your
                obligations set forth in this letter agreement.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS HEREOF, the parties hereto have executed this letter agreement as of
      the
      day and year first set forth above. 

    


    

      
        	
                Very
                  truly yours,

              
	 
	 
	
                BRAINSTORM
                  CELL THERAPEUTICS LTD.

              
	 
	
                By:
                  /s/ Rami Efrati 

              
	
                
                  

                  Name: Rami Efrati 

              
	
                Title:
                  CEO

              
	 
	
                BRAINSTORM
                  CELL THERAPEUTICS INC.

              
	 
	
                By:
                  /s/ Rami Efrati 

              
	
                
                  

                  Name: Rami Efrati 

              
	
                Title:
                  CEO

              


      

    

     

    I
      hereby
      agree to the terms and conditions set forth above and in the attached
      Description of Severance Benefits. I have been given five (5) days to consider
      this letter agreement and I have chosen to execute this on the date below.
      I
      intend that this letter agreement will become a binding agreement between me
      and
      the Company upon the signing of this letter agreement.

     

    
      
        	
                /s/
                  Yoram Drucker

              	 	
                12/17/07

              
	
                
                  

                  Yoram Drucker

              	 	
                
                  

                  Date

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ATTACHMENT
      A

    


    
      	 	
              1.

            	
              The
                Company will reimburse you for any outstanding business expenses
                as of the
                Termination Date which were approved in advance and are supported
                by
                appropriate receipts and of the type and amount traditionally reimbursed
                by the Company. 

            


    

    


    
      	 	
              2.

            	
              An
                aggregate gross payment ( Employer cost ) of $60,000U.S., converted
                to
                Israeli Shekel in accordance with the Conversion Formula, from which
                all
                applicable statutory deductions and withholdings under Israeli law
                will be
                made, including, without limitation, social security, pension and
                education fund withholdings, which payment shall be paid out as follow
                :

            


    

     

    
      	
              Date
                (dmyy)

            	
              Employer
                cost 

            
	
              1.1.08

            	
              $5,000

            
	
              1.2.08

            	
              $5,000

            
	
              1.3.08

            	
              $30,000

            
	
              1.4.08

            	
              $5,000

            
	
              1.5.
                08

            	
              $5,000

            
	
              1.6.08

            	
              $5,000

            
	
              1.7.08

            	
              $5,000

            


    

    “Conversion
      Formula” shall mean the application of
      the
      representative rate of exchange of the U.S. Dollar against the NIS last
      published by the Bank of Israel immediately prior to the date of payment of
      the
      respective installment. 

     

    
      	 	
              3.

            	
              Further,
                you acknowledge and agree that the payments described in Section
                2 above
                are in full satisfaction of any claims you may have for outstanding
                salary, wages, compensation or other payments due and owing under
                your
                Employment Agreement with the Company.


            


    

     

    
      	 	
              4.

            	
              Should
                you decide to continue your use of the Company vehicle assigned to
                you
                after the Termination Date, the Company will deduct from the amounts
                payable to you under Section 2 above, 3500 NIS, from which all applicable
                statutory deductions and withholdings under Israeli law will be made,
                including, without limitation income tax , social security, pension
                and
                education fund withholdings.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              5.

            	
              Out
                of the total number of options granted to you: (a) the options granted
                to
                you on November 16, 2004, to acquire 685,760 shares of Common Stock
                of the
                Company at an exercise price of $0.15 per share are fully vested
                and shall
                be exercisable for four (4) years from the Termination Date; (b)
                the
                options granted to you on May 2, 2006, to acquire 100,000 shares
                of Common
                Stock of the Company at an exercise price of $0.15 per share are
                fully
                vested and shall be exercisable for two (2) years from the Termination
                Date; and (c) the options granted to you on March 21, 2007, to acquire
                250,000 shares of Common Stock of the Company at an exercise price
                of
                $0.47 per share shall continue to vest and be exercisable in accordance
                with the Option Agreement between you and the Company dated March
                31, 2007
                as if your employment continued throughout the entire vesting period
                (collectively, the “Stock Options”). You have no rights, contractual or
                otherwise, to any additional shares of the Company, options, or rights
                to
                receive or purchase any security or instrument of the Company, other
                than
                the 400,000 shares of Common Stock you own outright. Any other options
                are
                hereby forfeited to the Company and therefore unexercisable as of
                the date
                hereof. The Option Agreement between you and the Company by which
                the
                foregoing options were granted (the "Option Agreement") is hereby
                amended
                and revised by reference. 

            


    

    


    
      	 	
              6.

            	
              On
                the Effective Date, all rights and sums accumulated in your Manager’s
                Insurance Policy no. _________ and Continuing Education Fund (as
                such
                terms are defined in the Employment Agreement) shall be released
                and
                transferred to you, and the Company shall sign standard confirmation
                and
                transfer approvals to the applicable insurer to that effect. If you
                will
                choose to continue to pay the manager’s insurance and the education fund
                until the last payment on July 1,2008 the released will be done in
                the day
                of the last payment ., 

            


    

    


    
      	 	
              7.

            	
              For
                a period of three (3) years following the Termination Date, the Company
                shall, at its expense, maintain your coverage under the Company’s Director
                and Officer Liability Insurance Policy.