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 Anthony Waclawski as its Executive Vice President, Global Head of Regulatory
Affairs effective September 8, 2020.
On September 2,
2020, the Company and Anthony Waclawski entered into an offer letter, effective as of his September 8, 2020 start date (the “Effective
Date”), which sets forth the terms of Dr. Waclawski’s employment (the “Agreement”). Pursuant to the Agreement,
Dr. Waclawski will be paid an annual base salary of $300,000 (the “Base Salary”) and will also be eligible to receive
an annual cash bonus of up to 30% 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 Dr. Waclawski. 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. Dr. Waclawski will also receive other benefits that are generally made available to the Company’s employees.
Pursuant to the
Agreement, Dr. Waclawski will receive on the Effective Date, an option to purchase up to 80,000 shares of the Company’s common
stock, $0.00005 par value per share (“Common Stock”) under the Company’s 2014 Stock Incentive Plan, with an exercise
price equal to the price of the Common Stock of the Company immediately preceding normal trading hours on the day of the grant,
which shall vest as to 100% of the award on the first anniversary of the date of grant, provided Dr. Waclawski remains continuously
employed by the Company from the date of grant through the vesting date.
Pursuant to the
Agreement, on the Effective Date, Dr. Waclawski will also receive a grant of 35,000 shares of restricted Common Stock, which shall
vest as to 100% of the award on July 1, 2021, provided Dr. Waclawski remains continuously employed by the Company from the date
of grant through the vesting date.
The Agreement
contains termination provisions, pursuant to which if the Company terminates the Agreement or Dr. Waclawski’s employment
without Cause (as defined in the Agreement) or if Dr. Waclawski terminates the Agreement or his employment thereunder with Good
Reason (as defined in the Agreement), Dr. Waclawski is entitled to (i) twelve (12) months Base Salary in a lump sum, (ii) payment
of any portion of his bonus Dr. Waclawski would otherwise be entitled to receive during the period of employment in that fiscal
year and (iii) reimbursement of monthly COBRA premiums for three (3) months following termination.
Prior to joining
the Company, Dr. Waclawski served as Head Regulatory and Pharmaceutical Sciences, Innovative Medicines Development at Bristol-Myers
Squibb since November 2016. He also served as Vice President, Global Submissions and Regulatory Policy at Bristol-Myers Squibb
from June 2014 to October 2016.
Dr. Waclawski
is 59 years old. There is no arrangement or understanding between Dr. Waclawski and any other person pursuant to which he was appointed
as Executive Vice President, Global Head of Regulatory Affairs 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 Dr. Waclawski has a material interest,
which are required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Dr. Waclawski
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.