Private & Confidential August 1, 2005 Dear XXX,
Exhibit
4.23
Private
& Confidential
August
1,
2005
Dear
XXX,
This
letter records the terms on which you are invited to serve as a non-Executive
Director of XTL Biopharmaceuticals Ltd (the “Company”)
and
confirms the agreement previously reached between us:
| 1. |
For
the purpose of the Israeli Companies Act 1999 (the “Act”), each
non-Executive Director who is appointed to the position of any Outside
Director (as such term is defined in the Act) is required to provide
the
Company with a representation as to any related party association
with the
Company. By agreeing to the terms contained herein and signing this
agreement, you hereby confirm,
that:
|
| a. |
You,
your relative, your partner, your employee or a corporation you control,
has not, at the date of your appointment or had not in two years
before
the date of your appointment, any relation to the Company, or has
not at
the date of your appointment, any relation to the Controlling Person
(as
defined in the Act), or to “another
corporation”.
|
For
the
purpose hereof, “relation”
shall
mean employer-employee relationships, business or professional relationships
on
a continuous basis or control, and serving as an officer in the Company, except
for serving as Director of the Company for less than three months in which
period the Company completed an IPO; and “another
corporation”
shall
mean a corporation which the Controlling Person, at the date of your appointment
or in the two years preceding your appointment, is the Company or the
Controlling Person of the Company.
| b. |
Your
other jobs or duties do not cause, and are not likely to cause, any
conflict of interest with your duty as a director of the Company,
or do
not impair your capability to serve as Director of the
Company.
|
| c. |
You
are not serving as an Outside Director in any other Company in which
one
of the Directors of the Company is serving as an Outside
Director.
|
| 2. |
Your
appointment is to continue for a period of 36 months from the date
hereof
and shall continue thereafter until 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 minimum 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);
|
XTL
Biopharmaceuticals Ltd. Kiryat
Weizmann Science Pk, Xxxx 0, XXX 000, Xxxxxxx 00000, Xxxxxx Tel: x000-0-000-0000 Fax: x000-0-000-0000
| 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 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 restrictions imposed by applicable
law and
to the 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
participating in person in a Board Meeting or a Committee Meeting
occurring in addition to a scheduled Board Meeting, and a fee of
US$500
for participating in a Committee Meeting occurring at the time of
a Board
Meeting or for participating in a Board or a Committee meeting held
via
phone. Such
additional fees incurred will be paid in accordance with the payment
terms
relating to the annual fee, above.
|
| 4. |
In
the event of termination of this appointment (otherwise than on
termination in accordance with paragraphs 2(b) 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.
|
| 5. |
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.
|
| 6. |
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).
|
In
addition, you will be a member of the Audit Committee and the Remuneration
Committee of the Board. The Committees meet as often as each deems necessary
for
the performance of their functions.
| 7. |
Both
during the term of your appointment and after its termination you
will
observe the obligations of confidentiality which are attendant on
the
Officer 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.
|
| 8. |
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.
|
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| 9. |
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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