EXHIBIT 10.15
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EMPLOYMENT AGREEMENT
This Agreement is made as of the 1 day of May 1997.
BETWEEN: PRECISE SOFTWARE SOLUTIONS LTD/PRECISE SOFTWARE SOLUTIONS
INC./PRECISE SOFTWARE SOLUTIONS GMBH* (delete the
inapplicable) (hereinafter the "COMPANY")
of the first part;
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AND XXX XXXXXX I.D 54040977
(hereinafter the "EMPLOYEE")
of the second part
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WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company, upon the terms and
subject to the conditions herein contained;
NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. EMPLOYMENT
The Company agrees to employ the Employee, and the Employee agrees to
be employed by the Company, for the period set forth in Section 2
hereof, upon the terms and subject to the conditions herein provided.
2. The initial terns of the Employee's employment hereunder shall be
deemed to have commenced on the date listed in para. 1 of Annex "A" and
shall continue until the date listed in para. 2 of Annex "A". unless
terminated earlier by (i) either party, at convenience, by a prior
written notice to that effect, or (ii) the Company, for cause, pursuant
to the provisions of Section 7 below. The minimum period for the
termination notice pursuant to para. (1) above is listed in para. 3 of
Annex "A".
3. POSITION & DUTIES
3.1. During the term of this Agreement, the Employee agrees to
serve, and the Company agrees to employ the Employee, in the
position specified in para. 4 of Annex "A" and/or in any other
position designated by the Chief Executive Officer of the
Company (the "OFFICER"). The Employee agrees to fulfill such
duties and functions as shall be assigned to him by the
Chairman of the Board of Directors of the Company of by the
Officer. The Employee shall be based in the country listed in
para. 5 of the Annex "A", but may be requested to perform
services hereunder in other countries and, if so requested,
shall travel to such other countries to perform duties and
functions as may be assigned to him by the Officer.
If elected an officer or director of any subsidiary or
affiliate of the Company, the Employee shall serve in such
position, without being paid additional compensation for any
services to be rendered in connection therewith.
3.2. During the term of this Agreement, the Employee shall:
3.2.1. serve the Company faithfully and to the best of his
ability, and devote his entire working time,
attention and efforts to the business and affairs of
the Company; and
3.2.2. refrain from, and not engage in, any work or business
outside the scope of his employment.
4. COMPENSATE & REIMBURSEMENT
As compensation for the Employee's services during the term of this
Agreement, the Company shall:
4.1. pay (or cause to be paid) to the Employee a gross salary at
the monthly rate listed in para. 6 of Annex "A", in accordance
with the Company's customary payroll practices and linked in
the manner specified in para 7 of Annex "A";
4.2. pay (or reimburse) the Employee for all reasonable expenses
actually incurred or paid by the Employee in the performance
of services hereunder, after presentation of expense
statements and approved as such by the Company - or vouchers
or such other supporting information and documentation as the
Company may customarily require of its employees;
4.3. afford to the Employee, in addition to vacation days on all
national Holidays: (i) annual paid vacation; and (ii) paid
sick leave to be used only for personal illness or attendance
due to a death or a grave illness of an immediate family
member. The number of days allocated for vacation and for sick
leave pursuant to paras. (i) and (ii) hereof are listed,
respectively, in paras. 8 and 9 of Annex "A".
4.4. grant to the Employee an Option, within the meaning of the
Company's Share Option & Incentive plan (the "PLAN"), to
purchase the number of shares listed in para. 10 of Annex "A",
in accordance with, and subject to, the terms and conditions
set forth in the plan, provided that (1) the Option shall be
exercisable on the date(s) listed in para. 11 of Annex "A" and
(ii) the term of the Restricted periods (within the meaning of
the plan) shall be as listed in para. 12 of Annex "A" grant to
the Employee the additional benefit(s) specified in para. 13
of Annex "A".
5. CONFIDENTIAL INFORMATION & INVENTIONS
5.1. During and after the term of its employment hereunder, the
Employee shall not (other than in the ordinary course of
employment by the Company) use or disclose to any person,
company, firm or corporation or any other third party, the
contents of this
Agreement or any confidential information or proprietary
information or trade secrets including (without limitation)
financial data, forecasts, business strategies, product
development processes, formula, data, know how, improvements,
inventions, techniques, customers lists and marketing plans or
any other documents or information relating to the Company or
any other member of the Group or to the business of the Group
(collectively, the "CONFIDENTIAL INFORMATION"). For the
purpose of this Agreement, the term "GROUP" refers to Precise
Software Solutions Limited and to its parent companies,
subsidiaries, affiliates and divisions.
5.2. Notwithstanding the foregoing, the term "CONFIDENTIAL
INFORMATION" shall not include any information which is
already, or shall become, available to the public through no
fault of the Employee or which I disclosed by the Employee
pursuant to any applicable law or regulations. The Employee
acknowledges and agrees that the Confidential Information
shall be and remain the exclusive property of the Company, and
the Employee shall have no right thereto and no interest
therein. The Employee hereby assigns to the Company all rights
or interest it may have (or acquire) in all Confidential
Information.
5.3. Any and all ideas, conceptions, research, information,
discoveries, improvements, methods, formula, designs,
processes, trademarks, tradenames, copyrights, patents,
products, plans, software, source-language, codes, computer
programs, and writings of inventions made, conceived,
discovered, originated, developed or created by the Employee
(whether at the request or suggestion of the Company and/or
any other member of the Group or otherwise, whether alone or
in conjunction with others, and whether during regular hours
of work or otherwise) during the period of employment by the
Company and/or by any other member of the Group, which may be
directly or indirectly useful in, or relate to, the business
of, or to tests being carried out by the Company and/or any
other member of the Group (hereinafter, collectively
`INVENTIONS"), will be promptly and fully disclosed by the
Employee to an appropriate executive officer of the Company
and shall be the Company's exclusive property as against the
Employee, and the Employee will promptly deliver to an
appropriate executive officer of the company, all papers,
drawings, models, data and other material relating to any
invention made, developed or created by the Employee within
one year following termination of its employment with the
Company shall be deemed to fall within this provision, unless
proved to have been conceived and made following such
termination.
5.4. The Employee will, upon the Company's request and without any
payment therefor, execute any documents, necessary or
advisable in the opinion of the Company's counsel, to direct
issuance of patents to the Company (or its designee) with
respect to such Inventions as are to be the Company's (or its
designee's) exclusive property, or to vest in the Company (or
its designee) title to such Inventions as against the
Employee. The expenses of securing any such patent shall be
borne by the Company.
6. NON COMPETITION
6.1. During the term of this Agreement, including any extensions
hereof, and for one year thereafter, the Employee shall not
directly or indirectly:
6.1.1. engage in, serve as an employee, officer, director or
consultant to, or have an interest (as a partner,
owner, shareholder, joint venturer or otherwise) in,
any business which is similar to, or which is engaged
in all or any part of the then business of, or is
otherwise in competition with, the Company (and/or
with any of its subsidiaries and/or affiliated
companies which are engaged in a business identical
with, and/or similar to, the then business of the
Company - hereinafter the "COMPANIES"), in any
geographic area in which the Company and/or any of
the Companies is doing business, during and at the
end of the term of this Agreement, provided that
nothing contained herein shall prevent or prohibit
the Employee from owing beneficially securities
constituting less than three percent (3%) of the
issued and outstanding equity securities of any
corporation in competition with the Company, the
securities of which are regularly traded on a
national or overseas securities exchange or on the
over the counter market.
6.1.2. solicit, raid, entice or induce any person, firm or
corporation that presently is (or at any time during
the term of this Agreement shall be) an employee, a
supplier or a customer of either the Company or any
member of the Group, to become an employee, a
supplier or a customer of any other person, firm,
corporation or other entity, and the Employee shall
not approach any such employee for such person, firm,
corporation or other entity for such purpose or
authorize the taking of such actions by any other
person, firm, corporation or other entity in taking
such action.
6.2. The Employee acknowledges that services to be rendered by him
hereunder are of a special, unique and extraordinary character
and, in connection with such services, the Employee will have
access to the Confidential Information which is vital to the
Company's business. Accordingly, if Employee should breach or
threaten to breach any provision of Section 5 or Section 6(a)
of this Agreement, the Company will suffer irreparable injury
which shall entitle the Company, in the event of any breach or
threatened breach of either such section (in addition to any
other remedies which the Company may have under this Agreement
or otherwise), to enforce the specific performance of Section
5 and section 6(a) and obtain permanent and temporary
injunctive relief or other equitable relief from any court of
competence jurisdiction. The Employee further acknowledges and
agrees that (i)) the time, scope and other provisions of
section 5 and section 6(a) have been specifically negotiated
by sophisticated commercial parties; (ii) such time, scope and
other provisions are reasonable under the circumstances; and
(iii) if, at any time, despite the express agreement of the
parties hereto, a court, tribunal or arbitrator in a
proceeding properly brought before it, holds that any portion
of any such section is unreasonable and unenforceable, the
maximum restrictions of time, scope or other conditions
reasonable under the circumstances, as determined by such
court tribunal or arbitrator, will be substituted for any such
restrictions held unenforceable.
7. TERMINATION
7.1. Anything herein to the contrary notwithstanding, the Company
shall have the right to terminate the Employee's employment
immediately (without notice) at any time, for cause, which
term shall include (but not be limited to):
7.1.1. an act of theft, fraud or dishonesty against the
Company or the Group or against any of the Group's
customers or the conviction of the Employee of any
misdemeanor involving moral turpitude or of any
felony or;
7.1.2. a material breach or failure to perform any of the
Employee's obligations hereunder.
7.2. Anything herein to the contrary notwithstanding, the Company
shall have the right to terminate the Employee's employment,
if, by reason of illness or accident, the Employee shall
become disabled and is unable for a period of three
consecutive months, or for a total of 90 days during any 180
day period, to perform his duties, provided, however, that any
such termination shall not affect the right of the Employee to
continue to receive benefits under any disability insurance
plan covering the Employee which is in effect on such date of
termination or affect his rights under the plan.
7.3. In the event of the termination of his employment for reasons
set forth in paragraphs (a) or (b) above during the term
hereof, the Company shall be released from all its obligations
hereunder.
7.4. The employee agrees that upon termination of employment by the
Company, either on a voluntary or involuntary basis, with or
without cause, he will deliver to the Company all documents,
records, notebooks and similar material (including any
magnetic or any other media) containing any Confidential
Information at that time in his possession or control.
7.5. Upon termination of the Employee's employment hereunder for
whatever reason, any and all rights of the Employee hereunder
shall immediately terminate and the Company shall have no
further obligations hereunder, except for obligations which
the Company explicitly agreed that shall remain in effect
after the termination of the employment of the Employee.
8. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto and supersedes any prior agreements or understandings between
the Company and the Employee, whether oral or in writing, except such
as may relate to the matters dealt with in Section 5 hereof.
9. PERSONAL AGREEMENT
The Employee acknowledges and agrees that (i) this Agreement requires
the personal services of the Employee; and (ii) neither this Agreement
nor any of the Employee's
rights hereunder may be voluntarily, involuntarily, directly or
indirectly, assigned or otherwise transferred by him without the prior
written approval of the Company.
10. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by,
the laws of the country specified in para. 14 of Annex "A" and the
competent courts of that country shall have jurisdiction over any
dispute arising herefrom.
11. NOTICES
For purposes of this Agreement, all notices, requests, demands and
other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given when (i)
transmitted by telecopy, (ii) delivered by hand or (iii) three days
after having been deposited in the mail by registered mail, return
receipt requested, addressed as follows:
the Employee
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the Company
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12. REPRESENTATIONS
The Employee represents and warrants that he (1) has had the right to
discuss all aspects of this Agreement with an attorneys of his choice,
(ii) has availed himself of this right, (iii) is competent to execute
this Agreement, (iv) has freely and voluntarily entered into this
Agreement, and (v) has carefully read this Agreement in its entirety
and fully understands all of its provisions and its meanings, intent
and consequences.
13. DEDUCTIONS & WITHHOLDING
13.1. The Company shall have the right to withhold from any (and
all) payments required to be made to the Employee pursuant to
this Agreement, all taxes, levies or other amounts that the
Company determines to withhold in accordance with any
applicable law, from time to time in effect.
13.2. The Employee shall be responsible to pay any and all taxes and
other assessments imposed on any emoluments payable to the
Employee hereunder and levied, by law, on the Employee and
shall indemnify the Company against any such taxes and
assessments.
13.3. To avoid any doubts, the provisions of paras. (a) and (b)
hereof are cumulative but not exhaustive.
14. SEVERABILITY
If any provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.
In witness whereof, the parties intending to be legally bound hereby, have duly
executed this Agreement, as an the date first above written.
/s/ Xxxxx Xxxxx /s/ Xxx Xxxxxx
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/s/ illegible EMPLOYEE
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COMPANY
ANNEX "A"
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1. date of commencement of employment (Section 2)- May 1,1997
2. date of termination of employment (Section 2)- None
3. minimum period for termination notice (Section 2) - 60 Days
4. employee's position (Section 3(a)) - VP R&D
5. employee's base country (Section 3(a)) - Israel
6. monthly salary (Section 4(a)) - 30,195 NIS
7. manner of linkage - On a quarterly basis according to the Consumer Price Index,
base index.
8. annual vacation (Section 4(c)) - 22 days
9. annual sick leave (Section 4(c)) - according to the law
10. number of optioned shares (Section 4(c)) - 100,000 at $1.00 per share (the "option shares"). In the event of a
completion of further financing rounds up to a total of 10 million US
Dollars before May 1, 1998 a further number of option shares will be
granted to Employee, at $1.00 per share, so as to reduce by 100% the
effect of any dilution of Employee's ownership caused by the raising
of said further financing rounds. The option shares will be issued
under a written option agreement and will be subject to
qualifications and conditions under all applicable Securities
Regulations, as well as under the terms and conditions of Precise's
than current Stock Option and Incentive Plan.
11. date(s) of exercisability of the option (Section 4(d))- 25,000 on 1.5.98
25,000 on 1.5.99
25,000 on 1.5.2000
25,000 on 1.5.2001
12. term of the restricted period (Section 4(d))- According to the law.
13. additional benefits (Section 4(e)) - (i) Executive insurance scheme based on a 13-1/3% contribution of the
company and 5% contribution of the employee; above contribution based
on 2/3 of the monthly salary as stated in para. 6 above.
(ii) " Keren Hishtalmut" scheme based on a 7.5% contribution of the
company and 2.5% contribution of the employee; above contribution
based on 2/3 of the monthly salary as stated in para. 6 above.
(iii) Reimbursement for business Expenses incurred approved by
company in advance against appropriate receipts.
(iv) Corporate Car
14. the country of the governing law and
jurisdiction (Section 10) - Israel
