Private & Confidential
Exhibit
4.22
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 reimburses you for any reasonable out-of-pocket
expenses.
|
XTL
Biopharmaceuticals Ltd. Kiryat
Weizmann Science Pk, Xxxx 0, XXX 000, Xxxxxxx 00000, Xxxxxx Tel: x000-0-000-0000 Fax: x000-0-000-0000
| 4. |
You
will be granted 60,000 options with an exercise price per each option
equal to the average price per share, as derived from the Daily Official
List of the London Stock Exchange, in the three (3) days preceding
the
Extraordinary General Meeting and all such options shall be issued
in
accordance with the Stock Option Plan 2001 and shall vest over three
(3)
years so that upon the first, second and third anniversary of the
Extraordinary General Meeting, they each shall be entitled to exercise
1/3
(one third) of the Options granted, provided that during such time
you are
still members of the Board;
|
Grant
of
annual options to you, on the first, second and third anniversary of the date
of
the Extraordinary General Meeting, August 1, 2005, so long as you are still
members of the Board of Directors of XTLbio, of 20,000 Ordinary Shares per
year
(total of 60,000 options each) at an exercise price equal to the then current
closing price of the securities of the Company as reported by the Nasdaq Stock
Market (or such other exchange as such shares are then listed or in the
good-faith determination of the Board of Directors, if not then listed or
quoted), which options shall be exercisable for a period of ten (10) years
from
the date of issuance. Each annual option grant shall vest from the date of
its
allocation in 12 equal quarterly instalments over a 3-year period.
| 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
