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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.
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1.
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Termination Date
. The
effective date of termination from active employment with the
Company, as stated above, is November 15, 2007.
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2.
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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”).
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3.
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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).
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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.
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4.
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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.
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5.
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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.
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a.
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For
a period of two years after the date you are no longer on the
Company’s payroll, you will not directly or
indirectly:
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(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 o
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