Exhibit 10.22
EMPLOYMENT AGREEMENT
Entered and signed in Tel-Aviv on September 21st 1997
BETWEEN: Omrix Biopharmaceuticals Ltd.
Xxxxxxxx 00, Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx,
(hereinafter "the company");
AND Xxxxxx Xxxxxxxx
2 Havazelet Hasharon St.
Modein 00000 Xxxxxx
WHEREAS The company wishes to employ the Employee in the capacity of
Operation Manager of its Plasma Fractionation institute; and
WHEREAS The Employee wishes to be employed by the Company in the above
capacity; and wish to make himself available for this employment
not later then December 21 1997.
WHEREAS The parties wish to determine the terms and scope of The Employee's
employment by the company;
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. PREAMBLES AND HEADINGS
1.1 The preamble to this Agreement and the declarations of both parties
constitute an integral part of this Agreement and shall be binding
upon the parties as the Agreement itself.
1.2 The headings of the sections in this Agreement are for convenience
only and shall not be used for the purpose of interpretation of this
Agreement.
2. DEFINITIONS
The terms and expressions listed below shall have the meanings indicated
next to each one of them.
INDEX: The Consumers Price Index including fruits and vegetables, published
by the Central Bureau of Statistics and/or similar index if ever published
by any other official body or Institution, which will replace the current
Consumers Price Index whether such Index is based on similar or different
data. In the event that a new index will be published and the official body
or institution will not determine the relation (ratio) between the current
Consumers Price Index and the substitution index, this ratio will be
determined by the Company after consulting an expert.
THE BASIC INDEX: The known index on September 15th 1997 which is the index
published on this date in respect of the month of August 1997.
The NEW INDEX: The last index that will be published before each payment of
a monthly salary is made.
3. THE EMPLOYEE'S EMPLOYMENT BY THE COMPANY
3.1 It is agreed by both parties that The Employee will be employed in the
capacity of Operation Manager of the Plasma Fractionation institute
operated by the company in Tel Hashomer (hereinafter "The Position")
and The Employee hereby undertakes to work exclusively for The company
in the Position on terms specified herein.
3.2 The Employee hereby declares that to the best of his knowledge there
is no hinderance, whether by law, by Agreement, or in any other way,
to his employment by The company in the Position and on terms stated
herein.
4. THE TERM OF EMPLOYMENT
This agreement shall continue in full force until the retirement of The
Employee at the retirement age as provided by law, unless:
(a) The Employee resigns by giving ninety days written notice;
(b) The Employee is dismissed by The company by ninety days written
notice.
(c) The Employee is incapacitated and cannot discharge his duties in a
regular way for a period of more than one hundred and eighty (180)
days.
(D) The Employee is dismissed by The company forthwith under circumstances
described in Section 15 below.
5. SEVERANCE PAY
It is hereby agreed that the payment of Severance Pay will be affected either by
a direct payment to the Employee or by transfer and/or release of the
appropriate amount which has been deposited by the Company in any Fund or
Account including "Managers Insurance Policy", as mentioned in sub-section
10/6 below.
Should the amount accrued in the Managers Insurance Policy be less than the
amount due to the Employee as Severance Pay prescribed under law, i.e. one
monthly salary per year of employment, the Company will supplement the Employee
the amount required in order to ensure that the employee receives his Severance
pay in full.
6. PERSONAL AGREEMENT
6.1 This Agreement is personal and specific and defines the entire scope
of the relationship between the Employee and the Company and
determines exclusively the terms under which the Employee is employed.
It is therefore specifically agreed that any and all general and/or
specific Collective Labor Agreements, including any appendices to
these agreements, and including any other agreements which are entered
into from time to time, between Employers and the General Federation
of workers, and any other agreements between the company and any of
its employees, will not be binding and have no effect on the
relationship between the Employee and the Company.
6.2 Furthermore it is expressly agreed that the terms of The Employee's
employment as stated herein will not be affected or altered by the
terms of employment of any other employee of the Company and that the
terms of the Employee's employment by The company shall be determined
exclusively by the law and/or the provisions of this Agreement and/or
according to any changes, if any, of the law, and/or by mutual
agreement of the parties.
7. The Employee shall report to the Chairman of the Board of Directors of the
company or his designee.
8. THE EMPLOYEE'S DUTIES
8.1 The Employee undertakes to fulfill his position diligently, devotedly,
and honestly, and to use all his abilities, knowledge, experience and
expertise for the benefits of the Company and to do his utmost to
further the Company business interests and to devote all the time
reasonably required for this purpose.
8.2 Throughout the Employee's employment by the Company the Employee will
not be entitled to engage, directly or indirectly, in any other work
or occupation unless otherwise specifically agreed between the
parties.
8.3 The Employee undertakes to inform the Company without delay of any
business in which he has a personal interest and which may cause a
conflict of interest with his Position.
9. PERSONAL TRUST AND GLOBAL PAYMENT
Whereas the Position of Operation Manager is a Position which requires a
special amount of personal trust, as stipulated in section 30(a)(5)(6) of
the Hours of Work and Rest Law, 1951, it is agreed that this law will not
apply to the Employee's employment by the Company and the Employee shall
not be entitled to demand or accept payment for overtime and that the
salary specified in Section 10 below, will also include compensation and
global payment for and all hours which the Employee will spend while
discharging his duties for the Company.
10. SALARY AND TERMS OF EMPLOYMENT
During the period of the Employee's employment by the Company, the Company
will pay the Employee in return for his work and for the execution of all
his undertakings stipulated herein, a salary and other payments as follows:
10.1 Salary
10.1.1 A gross monthly salary, in the amount of NIS 24000 - which will
be paid each month on the first day of the calendar month for the
previous months work (hereinafter "the Basic Salary")
10.1.2 The Basic Salary will be linked to the Index in the manner
specified in sub-section 10.1.3 below.
10.1.3 Each monthly salary will be updated according to the rate of
the increase of the Basic index. It will be calculated each month
in relation to the Index of the previous month (hereinafter
"Linkage Increments")
10.1.4 The Linkage Increments will be paid to the Employee instead of
the Cost of Living Supplement which will be paid, from time to
time, to the employees in Israel. However, should a competent
Court rule that the Employee is entitled to the Cost of Living
Supplement as paid to most employees in Israel, any amount which
the Employee received as Linkage Increments will be deducted from
any such amount the employee may be entitled to, in accordance
with the Court's Decision, as Cost of Living Supplement.
10.1.5 The Basic Salary as stated in sub-section 10.1.1 above, is
before taxes (gross) and include payment in full for overtime.
The Employee shall not be entitled to any other payment or
compensation of any kind other than the Basic Salary, social
benefits and fringe benefits thunless explicitly specified in
this Agreement.
10.2 Personal Car
10.2.1 The Company shall place at the Employee's disposal, for his
own exclusive use, a company car, in order to enable the
execution of the Employee's duties herein. The above car remain
at the Employee's disposal during vacations.
10.2.2 The Company shall cover all the expenses pertaining to the
maintenance of the car.
10.2.3 The Company shall pay the Tax applicable in respect of the use
of Company's car.
10.2.4 The Employee will not be entitled to a refund for expenses due
to Traffic Tickets.
10.3 Vacation
10.3.1 The Employee shall be entitled to 22 (twenty two) working days
of paid vacation each year.
10.3.2 The vacation days cannot be accumulated or redeemed beyond
fifty (50) working days.
10.4 Sick Leave
10.4.1 The Employee shall be entitled to up to thirty (30) days fully
paid-up Sick Leave a year.
10.4.2 The Employee shall not be entitled to accumulate Sick Leave
days beyond a period of twelve (12) months and shall not be
entitled to redeem same.
10.4.3 Notwithstanding the above the Employee shall not be entitled to
receive a salary during Sick Leave in the event he shall receive
payments from an insurance Company as stated in sub-section 10.7
below. However, should the amount received by the Employee from
the Insurance Company be lower than the sum he is entitled to in
accordance with this Agreement, the Company shall compensate him
for the difference.
10.5 Recreation Payment
The Employee shall be entitled to Recreation Payment for ten (ten)
days each year and in an amount that is customary from time to time.
10.6 Managers Insurance Policy
10.6.1 During Employee's employment, the Company shall allocate the
following sums for the purpose of maintaining a Managers
Insurance Policy for the Employee:
(1) A monthly amount equal to 8.33% of the monthly salary for
Severance Pay.
(2) A monthly amount equal to 5% of the monthly salary for
pension fund.
(3) A monthly amount equal to 2.5% of the monthly salary for
disability and/or loss of work ability fund.
10.6.2 Upon termination of the Employee's employment by the Company at
any time and for any reason the Employee, or his legal heirs,
shall be entitled to receive ownership of the said Managers
Insurance Policy.
10.6.3 For the avoidance of any doubt, it is hereby agreed that the
Employee shall be entitled to receive to his possession and
ownership all the amounts accrued in the Managers Insurance
Policy in the event of the termination of the Employee's
employment due to his resignation.
10.7 Taxes
10.7.1 Unless otherwise specifically indicated in this Agreement, the
Company shall not pay any tax or other obligatory payments
including Income Tax, Social Security or Health Tax which the
Employee is obliged to pay by law or in accordance with the
instructions of this Agreement.
10.7.2 The Company shall deduct from any payment or fringe benefits to
which the Employee shall be entitled in accordance with this
Agreement, taxes and other obligatory payments as required by
law,
and shall transfer to the proper authorities any and all such
taxes, deductions and allocations.
10.8 Continued Educational Fund (CED)
The Company shall pay in respect of the Employee, each month, 7.5% of
the upper level of his gross salary for which CED is tax free, into a
Continued Educational Fund approved as such by the Tax Authorities. The
Employee shall pay each month to the above fund, an amount equivalent to
2.5% of his gross salary.
The Company will have no objection that, subject to the regulations of the
Continued Educational Fund, the Employee or his legal heirs shall be
entitled to receive all amounts accrued in the Fund upon the termination of
the Employee's employment by the Company for whatever reason, or in the
event of the Employee's demise.
10.8 Bonus
A bonus program will be established once a year, Such bonus plan will be
established in a way that will grant the employee with the possibility to
win from zero to four salaries each year.
10.9 Telephone
The company will cover the cost of the privet home telephone line of the
employee up to the amount of NIS 300 per month.
11. HAND OVER TO SUCCESSOR
Upon termination of the Employee's employment by the Company for whatever
reason, the Employee shall hand over, in an orderly manner, to his
successor or to any other person of the Company's choice, all the
information and documentation in his possession related to the Company, in
no matter what form or format, including written, printed, and electronic.
Without derogating from the above the Employee shall immediately hand over
to the Company any and all documents, information and any other material in
his possession including documentation which was prepared by him during the
course of his employment. Employee will certify to the company that he no
longer retains any information or documentation concerning the Company
following the termination.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Employee shall notify the Company in writing of any copyright,
patent, invention, improvement of process or design in his possession
developed and/or obtained by him during the course of or in connection
with employment by the Company and shall hand over any such rights
and documents exclusively to the Company regardless of whether or not
the Patent Law applies to the above.
12.2 Any title and/or right to any invention, development, copyright,
patent, improvement of process or design developed by the Employee
shall belong exclusively to the Company and the Employee hereby waives
any right therein.
The employee shall be registered as the Inventor in any application
for patent registration in respect of any development invented by the
Employee. The above shall not grant the Employee any rights in any
such patent/patent application.
12.3 The Employee shall sign if requested by the Company to do so, any
document required in order to file, in the name of the Company, an
application for patent, copyright, trademark, registered design etc.,
in respect of any invention, patent, improvement of process, design,
text, etc. developed by the Employee.
13. CONFIDENTIALITY
13.1 Unless absolutely necessary for the purpose of discharging his duties
or unless specifically instructed by the Board of Directors of any of
the Company to do so, the Employee shall not divulge and/or disclose
and/or transfer to any person or body nor use for his own benefit any
confidential information, scientific, commercial or other, pertaining
to the Companies, their business, interests, clients, activities,
plans, relations and commercial connections and/or any information
pertaining to Mr. Xxxxxx Xxxx and/or any of his business and/or that
of any of the companies controlled by Xxxxxx Xxxx.
The above undertakings shall not be limited in time and they shall be
in full force during the employment of the Employee by the Company and
thereafter.
13.2 The Employee shall take whatever steps necessary for the purpose of
preserving the confidentiality of the matters as above mentioned.
14. NON COMPETITION
14.1 During his employment by the Company and for a period of three (3)
years thereafter, the Employee shall not engage, neither directly or
indirectly, in any business that competes, directly or indirectly,
with the Company and/or will not place himself in a position holding
an interest in a competing business as above mentioned.
The above restrictions shall apply to the Employee and/or to persons
acting on his behalf, either alone or with others and/or with and/or
through any other body.
14.2 The Employee shall take whatever steps he shall deem necessary in
order to protect and maintain intact the company's business and
interests.
15. DISMISSAL DUE TO UNBECOMING BEHAVIOR
Notwithstanding the provisions of this Agreement the Company shall be
entitled to dismiss the Employee and to terminate his employment forthwith
in the event of any of the deeds or misdeeds listed below:
(a) The Employee acts contrary to the instructions of the Chairman of the
Board of Directors of any of the Companies or exceeds the limit of
his authority as described herein and/or as further defined and
described in any written Resolutions of the Board of Directors of the
Company or in written instructions executed by the Chairman of the
Board of Directors of any of the Companies.
(b) In the event the Employee behaves in a manner which deviates from the
very high standards of integrity expected from an Operation Manager.
(c) The Employee is charged and convicted with a criminal offense other
that traffic violation.
(d) The Employee divulge any secrets of any of the Companies or that of
Xxxxxx Xxxx or any of the companies controlled by him or makes
unauthorized use of any such confidential information for his own
benefits.
(e) The Employee engages in any activity competing with the Companies
and/or with Xxxxxx Xxxx and/or with that of any companies controlled
by Xxxxxx Xxxx.
(f) The Employee engages in any business or other activities without
obtaining the prior written consent of the Company.
(g) The Employee reports falsely about his activities and/or about the
business of the Companies.
(h) The Employee executes on behalf of any of the Companies, without the
signature of a second signatory and/or without the prior authorization
of the Chairman of the Board of the Companies any price quotation,
agreement, offer or document creating a liability upon the Company or
binding it in any way or firm.
16. WAIVER SHALL NOT CONSTITUTE A PRECEDENT
The failure of any party to enforce at any time any provision of this
Agreement, or to enforce any rights, or to make any elections hereunder,
shall not be deemed a waiver of such provisions or elections.
17. AMENDMENTS
This Agreement may be amended only by a written document executed by all
parties hereto and any amendment purportedly made in any other way shall
not be binding on the parties hereto.
18. NOTICES
The addresses of the parties are as indicated in the preamble to this
Agreement and any notice sent by one of the parties to the other party by
registered mail to the above addresses shall be deemed to have been
received by the addressee three (3) business days after being posted,
postage prepaid and in the event of hand delivery- at the time of such
delivery.
19. LAW AND JURISDICTIONS
This Agreement shall be governed by and construed in accordance with the
Laws of the State of Israel, and the competent Courts in Tel-Aviv/Jaffa
will have sole jurisdiction in any dispute arising hereunder.
IN WITNESS WHEREOF the above parties have executed this Agreement on the date
first above-mentioned.
/s/ Authorized Officer /s/ Xxxxxx Xxxxxxxx
------------------------------------- ----------------------------------------
THE COMPANY THE EMPLOYEE
DATE 21/9/97 DATE 21/9/97
