Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Brainstorm Cell
Therapeutics Inc. (the “Company”) appointed David Setboun as its Executive Vice President and Chief Operating Officer
effective April 7, 2020.
On April 1, 2020,
the Company and David Setboun entered into an employment agreement, effective as of his April 7, 2020 start date (the “Effective
Date”), which sets forth the terms of Mr. Setboun’s employment (the “Agreement”). Pursuant to the Agreement,
Mr. Setboun will be paid an annual salary of $400,000 (the “Base Salary”), will receive a one-time signing and relocation
bonus of $40,000, and will also be eligible to receive an annual cash bonus equal to 40% of his base salary, subject to his satisfaction
of pre-established performance goals to be mutually agreed upon by the Company’s CEO, the Board of Directors of the Company
(the “Board”) and Mr. Setboun. Performance will be evaluated through a performance management framework and a bonus
range based on the target bonus, and the bonus for 2020 will be pro-rated. During the employment period, commencing with the first
anniversary of the Effective Date, Mr. Setboun will be eligible to receive an annual option to purchase 20,000 shares of common
stock of the Company, $0.00005 par value (“Common Stock”) with an exercise price equal to the closing price of the
common stock of the Company on the day of the grant during normal trading hours (together, the “Options”). Mr. Setboun
will also receive other benefits that are generally made available to the Company’s employees.
Pursuant to the
Agreement, Mr. Setboun will receive on the Effective Date, a grant of 50,000 shares of restricted stock (the “Restricted
Stock”), under the Company’s 2014 Stock Incentive Plan, which shall vest as to 100% of the award on the first anniversary
of the date of grant, provided Mr. Setboun remains continuously employed by the Company from the date of grant through the vesting
date.
Pursuant to the
Agreement, on the Effective Date, Mr. Setboun also will receive a one-time issuance of performance based restricted stock units
(the “RSU”) with the following terms: upon the occurrence of specified milestones Mr. Setboun shall receive, within
10 business days, 250,000 shares of restricted Common Stock which shall vest immediately as to 100% of the award. In the event
of Mr. Setboun’s termination of employment, any portion of the RSU that is not yet vested shall automatically and immediately
be forfeited to the Company, without the payment of any consideration. The RSU is not subject to acceleration upon Change in Control.
The milestone for the RSU is as follows: the Company had entered into a definitive commercialization agreement - prior to its phase
3 ALS trial data unblinding for its lead investigational product - with a third party that is not an affiliate or subsidiary of
the Company, with respect to the Company’s primary targeted indication – Amyotrophic Lateral Sclerosis.
The Agreement
contains termination provisions, pursuant to which if the Company terminates the Agreement or Mr. Setboun’s employment without
Cause (as defined in the Agreement) or if Mr. Setboun terminates the Agreement or his employment thereunder with Good Reason (as
defined in the Agreement), within four (4) months following a Change in Control (as defined in the Agreement), Mr. Setboun is entitled
to four (4) months Base Salary in a lump sum, reimbursement of monthly COBRA premiums for four (4) months following termination,
and fully accelerated vesting of all of his outstanding, unvested options or other equity instruments subject to “time-based”
vesting (as opposed to “performance-based” vesting, which shall not be accelerated).
Prior to joining
the Company, David Setboun served as Chief Business Officer, Corporate Development & Strategy at Life Biosciences since 2018.
He also served as President France at Biogen from 2015 to 2018. He also worked for Astrazeneca as Country President (Portugal)
at from 2012 to 2015, and as Sales & Marketing Director, Belgium (EU HQ) from 2009 to 2012. Mr. Setboun has also worked at
Eli Lilly & Company as Cymbalta Global Marketing Director from 2002 to 2009 and at Rhone Poulenc Rorer from 1997 to 2000 as
a Sales Force Effectiveness and Market Research Manager.
Mr. Setboun is
45 years old. There is no arrangement or understanding between Mr. Setboun and any other person pursuant to which he was appointed
as Executive Vice President and Chief Operating Officer of the Company. There have been no transactions and are no currently proposed
transactions to which the Company or any of its subsidiaries was or is a party in which Mr. Setboun has a material interest, which
are required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Setboun and any
member of the Board or other executive officer of the Company.
The above description
of the Agreement is qualified in its entirety by reference to the terms of the Agreement, attached hereto as Exhibit 10.1
and incorporated herein by reference.
As of the Effective
Date, Dr. Ralph Kern was appointed the Company’s President and Chief Medical Officer and ceased to serve as the Company’s
Chief Operating Officer, and Chaim Lebovits ceased serving as President and continues to serve as Chief Executive Officer of the
Company. There are no changes to the compensation terms of Dr. Kern or Mr. Lebovits in connection with the title changes.