Exhibit 10.1


 








SEPARATION AGREEMENT


 


This Separation Agreement
(the "Agreement" )
is entered into as of April 27,


2015, by
and between BrainStorm Cell
Therapeutics Ltd. (the "Company")
of the first part; and Ms. Liat Sossover,
(the "Employee") of the second part.


 


RECITALS


 


WHEREAS: The
Employee has been employed
by the Company since
June 23,201 0;


and


 


WHEREAS:
The parties have agreed to separate and
end Employee's employment with the
Company, and;


 


WHEREAS:
The parties wish
to fully and finally settle all matters between them and anyone acting on
their behalf, directly
or indirectly connected to and /or arising from
the employment relationship between
them and / or the
termination thereof, subject to the terms set forth
herein;


 


Now
THEREFORE, the parties, intending
to be legally bound , hereby
agree as follows:


 


1.The
preface to this Agreement constitutes
an integral part hereof.


 


		2.	Employee's employment with the Company shall
terminate on June 30,
2015 (the "Separation
Date"). U ntil the Separation Date,
the Employee is exempt from attending the Company's
premises, but she will
be available to assist if
approached by the Company.



 


		3.	The Company
will pay the Employee,
through its regular payroll system
, salary and all related regular
benefits until the Separation Date. No later than
on the Separation Date, the Employee
will return to the Company the cellular phone,
Company car, laptop,
and any other equipment
or documents belonging to the Company.



 


		4.	Within 30 days from
the Separation Date:



 


		1)	 	The Company
will furnish the E mployee
with a written confirmation of his period of employment
by the Company , and
confirmation that her employment was terminated by the
Company.



 


		2)	 	The Company will furnish
the Employee with letters
confirming the transfer to her ownership of all sums accrued in
her pension fund , manager's
insurance policy and education fund. It is agreed
that this completes all Employee's entitlements regarding
severance payment.



 


		3)	 	The company
will pay the
Employee any unpaid recuperation payment.



 


		4)	 	The company
will pay the Employee any accrued and
unused vacation days
(according to the
listings in employee's payslip).



 


		5.	In addition
, and subject to approval of
the board of directors
of the Company , the
expiration of Employee's vested options shall be extended
until December



31
, 2015, such that
the Employee will be
have the right to exercise them
until December 31 ,2015.
It is clarified
that such extension is
subject to the board's approval, and in case such approval will not be
granted , it
will not harm the validity
of this Agreement and
will not serve as basis for
any claim by the Employee.


 


		6.	The Employee acknowledges
that the payments and entitlements set in this Agreement include benefits that
are given to
her as an ex gratia gesture ,
and beyondtheletterofthelaw.



 






    	 



    	 



    

 


- 2 -


 


 


		7.	The employee confirms and
acknowledges that she has received in full and
final satisfaction all amounts owed to her by the Company
or anyone on its behalf, including
with respect to salary
, expenses, social
benefits, prior notice,
shares,options, bonus,
severance, vacation, royalties and every other payment,
entitlement , benefit
, or compensation whatsoever arising out of or connected
to the Employee's employment by the Company or the termination
thereof.



 


		8.	The Employee
hereby confirms and acknowledges
that neither she nor anyone on her behalf, has or shall have any present
or future claim or demand of any kind whatsoever against the Company and /or
anyone acting on its behalf, arising out of or in connection
with Employee's period of employment and /or
the termination thereof.



 


		9.	The Employee confirms that
the confidentiality undertakings set forth in her Employment
Agreement remain in
full force and effect.
The Employee undertakes to keep all terms of
the Employee's employment with
the Company , matters
concerning the termination thereof and the contents of this Agreement absolutely confidential ,
except as otherwise required by law and except for disclosures by the Employee
to his professional advisors.



 


		10.	The Employee
undertakes that she will refrain
from any act that may tend to disparage or injure the Company
or anyone on its behalf.



 


		11.	The payments and
benefits provided to the Employee pursuant
to this Agreementshall constitute the entire , maximum,
and only obligation , financialor otherwise,
of the Company , to
the Employee under this Agreement or otherwise. For
the avoidance of doubt, this
Agreement replaces and supersedes any other
agreement, consent, or undertaking, whether
oral or in writing.



 


		12.	This Agreement shall be
governed b y and
construed in accordance with the
laws of the State of Israel.



 


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


 





		BRAINSTORM CELL THERAPEUTICS LTD.




 


 


 


	 	by:	/s/ Anthony Fiorino	 
	 	name:
 	Anthony Fiorino	 
	 	title:	Chief Executive Officer	 
	 	Date: 	May 13, 2015