Private & Confidential August 1, 2005 Dear XXX,
Exhibit
4.21
Private
& Confidential
August
1,
2005
Dear
XXX,
| 1. |
This
letter records the terms on which you are invited to serve as a
non-Executive director of XTL Biopharmaceuticals Ltd (the "Company").
|
| 2. |
Your
appointment is to continue unless you terminate this arrangement
upon
giving the Company not less than 2 months’ written notice, which may be
given at any time, provided that such notice does not expire before
the
end of the said period. However, your appointment will terminate
forthwith, without any entitlement on your part to compensation,
if:
|
| a. |
you
are not reappointed as a director at any Company annual general
meeting
where you are required to
retire under
the Articles of Association of
the Company (as amended from time to
time);
|
| b. |
you
cease to be a director by reason of your vacating office pursuant
to any
provision of the Articles of Association of
the Company (as amended from time to time) or the Israeli Companies
Act -
1999 (the “Act”);
|
| c. |
you
are convicted of any criminal offence (excluding minor road traffic
offences);
|
| d. |
you
breach the terms of this appointment (such breach not being capable
of
remedy) or you fail or refuse to carry out your duties as required
by this
letter; or
|
| e. |
you
are guilty of gross misconduct or any act in any way, which may,
in the
opinion of the Board, bring the Company into disrepute or
discredit.
|
| 3. |
You
will be entitled to a fee for your services as a non-Executive
director,
at the rate of US$20,000 per annum, such fee to be payable quarterly
in
4 equal instalments,
subject to deduction of any tax or other deduction which the Company
is
required to deduct by law.
In addition, you will be entitled to receive a fee of US$2,000
for each
individual meeting of the Board of Directors of the Company whether
you
attend in person or by telephone, and a fee of US$500 for each
meeting of
a Board Committee, which you attend in your capacity as a non-Executive
Director (whether in person or by telephone). Such additional fees
incurred will be paid in accordance with the payment terms relating
to the
annual fee, above. In addition the Company shall reimburse you
for any
reasonable out of pocket expenses due to your position as a non-Executive
Director of the Company.
|
XTL
Biopharmaceuticals Ltd. Kiryat
Weizmann Science Pk, ▇▇▇▇ ▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Tel: ▇▇▇▇-▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇▇-▇-▇▇▇-▇▇▇▇
| 4. |
You
will be granted 2,000,000 Options to purchase Ordinary Shares,
of nominal
value NIS 0.02 each of the Company (the “Shares”) having an exercise price
equal to $____ (£0.20) per share. The options shall be exercisable for a
period of five (5) years from the date of issuance at the Extraordinary
Shareholders Meeting on 1 August 2005. The Options will be granted
in
accordance with the terms and conditions governing the Company's
2001
Stock Option Plan (the "Plan") and will be subject to the terms
and
conditions thereof; provided, however, that if any provisions hereunder
are inconsistent with the terms and conditions of the Plan, the
terms
hereunder shall control. In accordance with the Plan, should any
change be
made to the Ordinary Shares by reason of any stock split, stock
dividend,
extraordinary cash dividend, recapitalisation, combination of shares,
exchange of shares or other change affecting the outstanding Ordinary
Shares as a class without the Company's receipt of consideration,
appropriate adjustments shall be made to (A) the total number and/or
class
of securities subject to such options and (B) the Exercise Price
in order
to reflect such change and thereby preclude a dilution or enlargement
under such options.
|
The
Options granted to you shall vest as follows: (a) 1/3 of the Options shall
vest
and be exercisable upon the Company achieving a total market capitalization
on a
fully diluted basis of more than US$150 million, as determined utilizing
the
Market Capitalization Formula (defined below); (b) 1/3 of the Options shall
vest
and be exercisable upon the Company achieving a total market capitalization
on a
fully diluted basis of more than US$250 million, as determined utilizing
the
Market Capitalization Formula; and (c) 1/3 of the Options shall vest and
be
exercisable upon the Company achieving a total market capitalization on a
fully
diluted basis of more than US$350 million, as determined utilizing the Market
Capitalization Formula, provided that at each such vesting the Grantees is
still
a Director of the Company.
The
Company shall use best efforts to cause all of the shares underlying such
Options to be fully registered and freely tradable, including for resale
without
any limitations or restrictions, provided, however, that while you are a
Director of the Company, you shall agree to abide by the trading restrictions
that may be imposed upon Directors from time to time pursuant to any laws,
statutes, rules or regulations to which the shares underlying the Options
may be
subject from time to time.
The
“Market Capitalization Formula” shall be calculated as follows: the fully
diluted shares (including shares attributable to all options, warrants, other
purchase rights and convertible securities, which are in the money and including
shares held by affiliates (collectively "market capitalization shares"))
multiplied by the three (3) consecutive trading day average of the closing
price
of the Ordinary Shares as reported by Nasdaq (or such other exchange as such
shares are then listed or in the good-faith determination of the board, if
not
then listed or quoted) plus long-term debt (as of any date) minus Working
Capital (as defined below) and minus the aggregate exercise price of all
options
and warrants included in the market capitalization shares. The term “Working
Capital” shall mean as of any date, (1) the current assets plus investment
securities or cash equivalents thereof or similar assets that have maturities
in
excess of 12 months, minus (2) current liabilities.
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| 5. |
In
the event of termination of this appointment (otherwise than on
termination in accordance with paragraphs 2(a) to (e) inclusive
of this
letter) you will be entitled to that proportion of the fees due
and
unpaid, accrued on a daily basis up to and including the date of
termination of the appointment.
|
| 6. |
In
the event that you are called on or requested to perform any special
duties or responsibilities outside your ordinary duties as Director
the
Board may agree to pay you special
remuneration.
|
| 7. |
As
a non-Executive director you will perform the duties normally attendant
on
that office, including (without limitation) using reasonable efforts
to
attend all
meetings of the
Board of Directors (you
may attend either in person or through telephone attendance).
|
| 8. |
Both
during the term of your appointment and for three years after its
termination you will observe the obligations of confidentiality,
which are
attendant on the office of director. In
addition, although they are not specifically mentioned in this
letter, you
will of course be subject to the normal legal duties and responsibilities
of a director of a company incorporated under Israeli
law.
|
| 9. |
Upon
termination of this appointment you will resign from your office
as a
director of the Company and from all other appointments or offices,
which
you hold as nominee or representative of the
Company.
|
| 10. |
This
letter shall be governed by Israeli
Law.
|
Kindly
confirm your agreement to the terms set out above by signing the endorsement
on
the enclosed copy of this letter and returning the copy to me at the above
address.
Yours
sincerely,
for
and
on behalf of XTL Biopharmaceuticals Ltd
________________________________
XXX
I
agree
to the above terms of my appointment.
Dated: August 1, 2005
________________________________
XXX
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