exv10w7xviy



 





Exhibit 10.7(vi)




Amendment to Option Agreement



WHEREAS, TopSpin Medical, Inc. (the “Corporation”) and Erez Golan (the “Optionee”) entered into
that certain Option Agreement dated January 7, 2007, as amended on February 20, 2007 and again on
February 27, 2007 (the “Option Agreement”);



WHEREAS, the Optionee’s employment with the Corporation’s Israeli subsidiary, TopSpin Medical
(Israel) Ltd. (“TopSpin”) is expected to be concluded and as of the conclusion of such employment
which will occur on December 25th, 2007, (the “Conclusion Date”) under the Option
Agreement, options to purchase 600,000 shares of Common Stock of the Corporation, par value US$
0.001 each (“Common Stock”), will have already vested and the Corporation has agreed to have an
additional 900,000 shares of Common Stock vest on the Conclusion Date and options to purchase
additional 240,000 shares of Common Stock vest during two years thereafter, with the remaining
600,000 shares of Common Stock of the Corporation, par value US$ 0.001 each, subject to the option
expiring upon the Conclusion Date; and



WHEREAS, the parties wish to amend the Option Agreement to reflect the above agreement;



NOW THEREFORE, the parties hereby agree to amend the Option Agreement effective as of September 25,
2007, as follows:





	1.	 	All capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Option Agreement.
	 
	2.	 	Sections 2 and 3 of the sub-section entitled “Vesting Schedule” of Section 1 of the
Option Agreement shall be amended and replaced in their entirety with the following:





	 	 	 
	Vesting Schedule:

	 	2. At the Conclusion Date, an aggregate of 900,000
Options shall vest.
	 
	 	 
	 

	 	2A. An additional 240,000 Options shall vest on a
quarterly basis over a two years period after the
Conclusion Date, with 30,000 Options vesting at the end
of each quarter; Notwithstanding the above, any unvested
portion of such Options will become immediately vested
upon the termination by TopSpin of the consulting
agreement with the Optionee for any reason, other than
Optionee’s unwillingness to comply with Topspin’s Board
of Directors or CEO’s reasonable requests pursuant to
the Optionees obligations under the such consulting
agreement.
	 
	 	 
	 

	 	3. Upon the Conclusion Date, the remaining 660,000
Options shall terminate and expire.







	3.	 	Section 3.1 shall be amended and replaced in its entirety with the following:
	 
	 	 	“All other terms and conditions, including terms and conditions of expiration and
termination of the Options, voting rights and adjustments, which are set forth in the Plan,
shall apply to the Options, provided however that in case of any contradiction between the
terms of the Options specified herein and the Plan, the terms specified herein shall
prevail. Notwithstanding anything to the contrary in the Plan, and subject to Section 7.5(i)
of the




 









 




-2-


	 	 	Plan, following the termination of all of the Corporation’s or any of its
subsidiaries’ engagements and relationship with the Optionee (whether as an employee, consultant,
director or otherwise), vested Options shall be exercisable until the later of: (i) one (1)
year following such termination, and (ii) December 31, 2009.
	 
	 	 	Notwithstanding any other provision of this Agreement or the Plan, it is hereby clarified
the issuance of the Options and the Shares, their holding and transfer, are subject to the
provisions of any applicable law, including, without limitation, the lock up periods imposed
pursuant the provisions of the Securities Law, 1968.”
	 
	4.	 	All other terms and conditions of the Option Agreement, including without limitation the
Exhibits thereto, shall remain unchanged and in full force and effect.




IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Option Agreement on the date
first above written.




	 	 	 	 	 	 	 
	/s/ Erez Golan
 

Erez Golan

	 	 
	 	/s/ Neil Cohen /s/ Eyal Kolka
 

TopSpin Medical, Inc.

By: Neil Cohen, Eyal Kolka
	 	 
	 
	 	 	 	 	 	 
	Address: