EMPLOYMENT AGREEMENT
THIS
AGREEMENT is made this 19 day of April, 2009 by and between ORAMED Ltd., a company
incorporated under the laws of the State of Israel, with an address at 2/5 High
Tech Park, Givat Ram, Xxxxxxxxx, Xxxxxx 00000 (the ”Company”) and Xxxxx Xxxxxx an individual
residing at, Ramat Gan Israel (the ”Executive”).
WHEREAS:
A. The
Company has agreed to engage the Executive to serve in the role of Chief
Financial Officer, Secretary and Treasurer of the Company and ORAMED PHARMACEUTICALS INC.
(the “Parent”);
and
B. The
Executive and the Company wish to formally record the terms and conditions upon
which the Executive will be employed by the Company, and each of the Company and
the Executive have agreed to the terms and conditions set forth in this
Agreement, as evidenced by their execution hereof.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:
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1.
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ENGAGEMENT
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| 1.1 |
Engagement of
Executive. Subject to earlier termination of the
Agreement as hereinafter provided, the Company hereby agrees to employ the
Executive in accordance with the terms and provisions
hereof.
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| 1.2 |
Term. Unless
terminated earlier in accordance with the provisions hereof, the term of
employment under this Agreement shall commence on April 19, 2009
(the ”Effective
Date”) and shall continue until terminated by either party as
provided herein (the “Term”).
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| 1.3 |
Service.
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(a)
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Scope
of service – from the Effective Date, the Executive shall perform his work
on the basis of an 80% part time position, which will comprise
of four full working days (i.e. 35 hours at least) per
week.
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(b)
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The
Executive agrees to faithfully, honestly and diligently serve the Company
and to devote Executive's attention and best efforts to further the
business and interests of the Company during the period of this Agreement.
The Executive agrees and undertakes to inform the Company’s Chief
Executive Officer (the “CEO”) immediately after
becoming aware of any matter that may in any way raise a conflict of
interest between the Executive and the Company. For the avoidance of
doubt, nothing in this Section 1.3 shall degrade from the Executive's
obligation to continue observing all of his undertakings under this
Agreement in their entirety, including, without limitation, his
obligations of confidentiality and
non-disclosure.
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| 1.4 |
Duties. The
Executive's services hereunder shall be provided on the basis of the
following terms and conditions:
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(c)
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reporting
to the CEO and the Company’s and Parent’s Board of Directors (the “Board”), the Executive
shall serve as the Chief Financial Officer, Secretary and Treasurer of the
Company and Parent;
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(d)
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the
Executive shall be responsible for the financial reporting and controls of
the Company and Parent, all subject to any applicable law and to
instructions provided by the Board from time to
time;
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(e)
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the
Executive shall faithfully, honestly and diligently serve the Company and
the Parent and cooperate with the Company and the Parent and utilize his
professional skill and care to ensure that all services rendered hereunder
are to the satisfaction of the Company and the Parent, acting reasonably,
and the Executive shall provide any other services not specifically
mentioned herein, but which by reason of the Executive's capability the
Executive knows or ought to know to be necessary to ensure that the best
interests of the Company and the Parent are
maintained;
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(f)
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the
Executive shall assume, obey, implement and execute such duties,
directions, responsibilities, procedures, policies and lawful orders as
may be determined or given from time to time by the Board, and/or CEO;
and
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(g)
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the
Executive shall report the results of his duties hereunder to the CEO
and/or the Board as it may request from time to
time.
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2.
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COMPENSATION
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| 2.1 |
Salary. For
services rendered by the Executive during the Term, the Executive shall be
paid a monthly salary, as follows:
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(a)
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the
Executive shall be entitled to a gross monthly amount of NIS 17,600. As of
October 19, 2009, the gross monthly amount will be increased to NIS 19,360
(the “Salary”).
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(b)
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The
Executive's assignment is included among the positions of management or
those requiring a special degree of personal trust, and the Company is not
able to supervise the number of working hours of the Executive; therefore
the provisions of the Israeli Hours of Work and Rest Law - 1951, will not
apply to the Executive and he will not be entitled to any additional
remuneration whatsoever for his work with the exception of that
specifically set out in this
Agreement.
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(c)
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Executive’s
Salary and other benefits shall be annually reviewed by the Board based on
his and the Company’s performance, all at the Board’s sole and absolute
discretion.
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| 2.2 |
Company
Vehicle. The Executive shall be entitled to the use of a
Class 2 vehicle, as shall be determined by the Company (the "Car"). The Company shall
incur all reasonable expenses associated with use of the Car, including
fuel expenses, however excluding personal traffic fines, payments to the
tax authorities resulting from the use of the Car ("Shovi Shimush") and the
like, and the Executive hereby authorizes the Company to deduct any such
amount from any amount owing to him thereby, including from the Salary.
The use of the Car shall be in accordance with the provisions of the
Company's car internal procedures, as may be amended from time to time by
the Company and the Executive hereby authorizes the Company to deduct any
amount needs to be deducted according to such internal procedures from any
amount owing to him thereby, including from the Salary. The Employee shall
bear any tax payments resulting from the aforesaid, to the extent
applicable. The Car will be returned to the Company by the Employee
immediately upon termination of Employee's employment by the Company, for
any reason whatsoever.
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| 2.3 |
Expenses. The
Executive will be reimbursed by the Company for pre-approved business
expenses incurred by the Executive in connection with his duties, and in
accordance with Company’s policy.
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| 2.4 |
Vacation; Recreation
Pay. The Executive shall be entitled to 18 vacation days
per year. The Executive shall be entitled to accrue a maximum of 24
vacation days (the "Maximum"). Any days
accrued beyond the Maximum shall be erased. In addition, Executive shall
be entitled to sick leave and recreation pay according to applicable
law.
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| 2.5 |
Additional
Benefits. The Employee shall be entitled to the use of a Company
paid mobile phone for business purposes, according to the Company's policies
and instructions, as amended from time to time. In addition, the Employee
shall be entitled to the use of a Company owned laptop computer, according
to the Company's policies and instructions, as amended from time to time.
The Employee shall bear any tax payments resulting from the aforesaid, to
the extent applicable.
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| 2.6 |
Deductions. The
Executive acknowledges that all payments by the Company in respect of the
services provided by the Executive shall be subject to the deduction of
any amount which the Company as an employer is required to deduct or
withhold from the Salary or other payments to an executive in accordance
with statutory requirements (including, without limitation, income tax,
employee contributions and unemployment insurance
contributions).
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3.
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SOCIAL INSURANCE AND
BENEFITS
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| 3.1 |
The
Executive shall be entitled to Manager's Insurance as
follows:
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The
Company shall make payments for the Executive’s benefit to a manager’s insurance
policy (the “Policy”),
which shall remain in the Company's possession and shall be managed on the
Executive’s name. The Company shall pay into the Policy an aggregate
amount representing 13.33% of the then provided Salary as
follows: 8.33% for severance compensation and 5% for pension
compensation (“Tagmulim”). In addition, the Company shall deduct 5%
of the Salary and transfer that amount to the Policy. Also, the
Company shall contribute monies for disability insurance in accordance with the
Company's accepted policies. All payments to the
Pension Scheme will be made in compliance with Section 14 of the Severance
Compensation Law, 1963, and in accordance with the general approval of the Labor
Minister dated June 9, 1998, promulgated under said Section 14, a copy of which
is attached hereby as Exhibit A, and the terms of Section 14 and said general
approval will apply to the relationship hereunder. Therefore, the ownership of
the Pension Scheme will be transferred to the Employee upon the termination of
employment and the Company will not be entitled to retrieve any of the funds it
transferred to the Pension Scheme, other than in accordance with Section 14 and
said general approval and the transfer of the Pension Scheme to the ownership of
the Employee will be the full and only compensation to be paid by the Company to
the Employee in such circumstances in respect of severance pay with respect to
the insured Salary.
| 3.2 |
Keren
Hishtalmut. The Company and Executive shall open and maintain a
Keren Hishtalmut Fund (the “Fund”). The Company
shall contribute to the Fund an amount equal to 7.5% of the Salary, and
Executive shall contribute to the Fund an amount equal to 2.5%
of the Salary. Executive hereby instructs the Company to transfer to the
Fund the amount of Executive’s and the Company’s contribution from each
monthly Salary payment.
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| 3.3 |
Effect of
Termination. Upon termination of this Agreement by either party,
other than in circumstances constituting Cause (as defined below), the
Company shall assign and transfer to the Executive, after Executive has
met all of Executive's obligations hereunder in connection with such
termination of employment, the ownership in the Keren Hishtalmut Fund.
Notwithstanding the above, in the event that this Agreement is terminated
in circumstances constituting Cause, the Company, in its absolute
discretion, may retain its payments to such funds and release to the
Executive only those sums contributed by Executive to such
funds.
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| 3.4 |
Liability Insurance
Indemnification. The Company shall provide the Executive (including
his heirs, executors and administrators) with coverage under a standard
directors' and officers' liability insurance policy at the Company's
expense.
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4.
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CONFIDENTIALITY
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| 4.1 |
Maintenance of
Confidential Information. The Executive acknowledges that in the
course of employment hereunder the Executive will, either directly or
indirectly, have access to and be entrusted with information (whether
oral, written or by inspection) relating to the Company and its parent
company, or its associates or customers (the “Confidential
Information”). For the purposes of this Agreement,
“Confidential
Information”
includes, without limitation, any and all Developments (as defined
herein), trade secrets, inventions, innovations, techniques, processes,
formulas, drawings, designs, products, systems, creations, improvements,
documentation, data, specifications, technical reports, customer lists,
supplier lists, distributor lists, distribution channels and methods,
retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and
any other thing or information whatsoever, whether copyrightable or
uncopyrightable or patentable or unpatentable. The Executive
acknowledges that the Confidential Information constitutes a proprietary
right, which the Company is entitled to protect. Accordingly
the Executive covenants and agrees that during the Term and thereafter
until such time as all the Confidential Information becomes publicly known
and made generally available through no action or inaction of the
Executive, the Executive will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the Company,
disclose, use or otherwise disseminate the Confidential Information,
directly or indirectly, to any third
party.
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| 4.2 |
Exceptions. The
general prohibition contained in Section 4.1 against the unauthorized
disclosure, use or dissemination of the Confidential Information shall not
apply in respect of any Confidential Information
that:
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(a)
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is
available to the public generally in the form
disclosed;
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(b)
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becomes
part of the public domain through no fault of the
Executive;
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(c)
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is
already in the lawful possession of the Executive at the time of receipt
of the Confidential Information, as can be proven by written
documentation; or
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(d)
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is
compelled by applicable law to be disclosed, provided that the Executive
gives the Company prompt written notice of such requirement prior to such
disclosure and provides assistance in obtaining an order protecting the
Confidential Information from public
disclosure.
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| 4.3 |
Developments. Any
information, technology, technical data or any other thing or
documentation whatsoever which the Executive, either by himself or in
conjunction with any third party, has conceived, made, developed, acquired
or acquired knowledge of during the Executive's employment with the
Company or in connection therewith or which the Executive, either by
himself or in conjunction with any third party, shall conceive, make,
develop, acquire or acquire knowledge of (collectively the “Developments”) during
the Term or in connection with the Executive’s employment with the Company
shall automatically form part of the Confidential Information, and shall
become and remain the sole and exclusive property of the Company.
Accordingly, the Executive does hereby irrevocably, exclusively and
absolutely assign, transfer and convey to the Company in perpetuity all
worldwide right, title and interest in and to any and all Developments and
other rights of whatsoever nature and kind in or arising from or
pertaining to all such Developments created or produced by the Executive
during the course of performing this Agreement or in connection therewith,
including, without limitation, the right to effect any registration in the
world to protect the foregoing rights. The Company shall have
the sole, absolute and unlimited right throughout the world, therefore, to
protect the Developments by patent, copyright, industrial design,
trademark or otherwise and to make, have made, use, reconstruct, repair,
modify, reproduce, publish, distribute and sell the Developments, in whole
or in part, or combine the Developments with any other matter, or not use
the Developments at all, as the Company sees
fit.
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| 4.4 |
Protection of
Developments. The Executive does hereby agree that, both
before and after the termination of this Agreement, the Executive shall
perform such further acts and execute and deliver such further
instruments, writings, documents and assurances (including, without
limitation, specific assignments and other documentation which may be
required anywhere in the world to register evidence of ownership of the
rights assigned pursuant hereto) as the Company shall reasonably require
in order to give full effect to the true intent and purpose of the
assignment made under Section 4.3
hereof.
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| 4.5 |
Fiduciary
Obligation. The Executive declares that the Executive's
relationship to the Company is that of fiduciary, and the Executive agrees
to act towards the Company and otherwise behave as a fiduciary of the
Company.
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| 4.6 |
Remedies. The
parties to this Agreement recognize that any violation or threatened
violation by the Executive of any of the provisions contained in this
Article 4 may result in immediate and
irreparable damage to the Company and that the Company could not
adequately be compensated for such damage by monetary award
alone. Accordingly, the Executive agrees that in the event of
any such violation or threatened violation, the Company shall, in addition
to any other remedies available to the Company at law or in equity, be
entitled as a matter of right to apply to such relief by way of
restraining order, temporary or permanent injunction and to such other
relief as any court of competent jurisdiction may deem just and
proper.
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| 4.7 |
Reasonable
Restrictions. The Executive agrees that all restrictions
in this Article 4 are reasonable and valid,
and all defenses to the strict enforcement thereof by the Company are
hereby waived by the Executive.
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5.
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NON-COMPETITION
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| 5.1 |
Non
Competition. Executive agrees and undertakes that he will not, so
long as he is employed by the Company and for a period of 12 months
following termination of his employment for whatever reason, directly or
indirectly, as owner, partner, joint venture, stockholder, employee,
broker, agent, principal, corporate officer, director, licensor or in any
other capacity whatever engage in, become financially interested in, be
employed by, or have any connection with any business or venture that
competes with the Company's business, including any business which, when
this Agreement terminates, the Company contemplates in good faith to be
materially engaged in within six (6) months thereafter, provided that the
Company has taken demonstrable actions to promote such engagement or that
the Company's Board of Directors has adopted a resolution authorizing such
actions prior to the date of termination; provided, however, that
Executive may own securities of any corporation which is engaged in such
business and is publicly owned and traded but in an amount not to exceed
at any one time one percent (1%) of any class of stock or securities of
such company, so long as he has no active role in the publicly owned and
traded company as director, employee, consultant or
otherwise.
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| 5.2 |
No
Solicitation. Executive agrees and undertakes that during the
period of his employment and for a period of 12 months following
termination for any reason whatsoever, he will not, directly or
indirectly, including personally or in any business in which he is an
officer, director or shareholder, for any purpose or in any place, employ
any person (as an employee or consultant) employed by the
Company at such time or during the preceding twelve months, unless such
person has been terminated by the Company, provided however, that such
person who is terminated by the Company may be employed by Executive as
described above only after the expiration of twelve months after the
effective date of such termination.
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6.
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TERMINATION
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| 6.1 |
Termination For Cause
or Disability. This Agreement may be terminated at any
time by the Company without notice, for Cause or in the event of the
Disability of Executive. For the purposes of this Agreement,
“Cause” also means
that the Executive shall have:
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(a)
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committed
an intentional act of fraud, embezzlement or theft in connection with the
Executive's duties or in the course of the Executive's employment with the
Company;
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(b)
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intentionally
and wrongfully damaged property of the Company, or any of its respective
affiliates, associates or
customers;
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(c)
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intentionally
or wrongfully disclosed any of the Confidential
Information;
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(d)
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made
material personal benefit at the expense of the Company without the prior
written consent of the management of the
Company;
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(e)
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accepted
shares or options or any other gifts or benefits from a vendor without the
prior written consent of the management of the
Company;
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(f)
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fundamentally
breached any of the Executive's material covenants contained in this
Agreement; or
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(g)
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willfully
and persistently, without reasonable justification, failed or refused to
follow the lawful and proper directives of the Company specifying in
reasonable detail the alleged failure or refusal and after a reasonable
opportunity for the Executive to cure the alleged failure or
refusal.
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For
the purposes of this Agreement, an act or omission on the part of the
Executive shall not be deemed “intentional,” if it was due to an error in
judgment or negligence, but shall be deemed “intentional” if done by the
Executive not in good faith and without reasonable belief that the act or
omission was in the best interests of the Company, or its respective
affiliates, associates or
customers.
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For
the purposes of this Agreement, “Disability” shall mean
any physical or mental illness or injury as a result of which Executive
remains absent from work for a period of six (6) successive months, or an
aggregate of six (6) months in any twelve (12) month period. Disability
shall occur upon the end of such six-month
period.
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| 6.2 |
Termination Without
Cause. Either the Executive or the Company may terminate
the Executive's employment without Cause, for any reason whatsoever, with
30 days prior written notice within the first 12 months of the Executive’s
engagement, and 60 days, prior written notice
thereafter.
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| 6.3 |
The Notice
Period.
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(a)
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During
the period following the notice of termination (the “Notice Period”),
Executive shall cooperate with the Company and use his best efforts to
assist the integration into the Company's organization of the person or
persons who will assume Executive's
responsibilities.
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Nevertheless,
the Company shall have the right not to take advantage of the full Notice
Period. In the event of such termination, the Company shall pay the Executive
his Salary [and all other benefits] as detailed in this Agreement for the
remainder of the Notice Period.
It is
hereby expressly stated that the Company reserves the right to terminate
the Executive’s employment at any time during the Notice Period, regardless of
whether notice of termination of employment was delivered by the Company or
whether such notice was delivered by the Executive. In the latter case such
termination shall not constitute a dismissal of the Executive by the
Company.
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(b)
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Notwithstanding
the foregoing, the Company may terminate the Executive’s employment
without the delivery of prior written notice, in the event of termination
under circumstances which deprive the Executive of severance pay under
Israeli law, and/or a breach of trust.
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(c)
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In
the event that the Executive terminates his employment with the Company,
for any reason, without the delivery of a written notice in accordance
with Section 6.2 above, or without the completion of the Notice Period or
any part thereof, the Company will be entitled to deduct from any debt
which it may owe the Executive an amount equal to the salary that would
have been paid to the Executive during the Notice Period, had he
worked.
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| 6.4 |
Limitation of
Damages. It is agreed that in the event of termination
of employment, neither the Company, nor the Executive shall be entitled to
any notice, or payment in excess of that specified in this Article 6.
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| 6.5 |
Return of
Materials. Within three days of any termination of
employment hereunder, or upon any request by the Company at any time, the
Executive will return or cause to be returned any and all Confidential
Information and other assets of the Company (including all originals and
copies thereof), which “assets” include, without limitation, hardware,
software, keys, security cards and backup tapes that were provided to the
Executive either for the purpose of performing the employment services
hereunder or for any other reason. The Executive acknowledges
that the Confidential Information and the assets are proprietary to the
Company, and the Executive agrees to return them to the Company in the
same condition as the Executive received such Confidential Information and
assets.
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| 6.6 |
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7.
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MUTUAL
REPRESENTATIONS
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| 7.1 |
Executive
represents and warrants to the Company that the execution and delivery of
this Agreement and the fulfillment of the terms hereof (i) will not
constitute a default under or conflict with any agreement or other
instrument to which he is a party or by which he is bound, and (ii) do not
require the consent of any person or
entity.
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| 7.2 |
The
Company represents and warrants to Executive that this Agreement has been
duly authorized, executed and delivered by the Company and that the
fulfillment of the terms hereof (i) will not constitute a default under or
conflict with any agreement of other instrument to which it is a party or
by which it is bound, and (ii) do not require the consent of any person of
entity.
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| 7.3 |
Each
party hereto warrants and represents to the other that this Agreement
constitutes the valid and binding obligation of such party enforceable
against such party in accordance with its terms subject to applicable
bankruptcy, insolvency, moratorium and similar laws affecting creditors'
rights generally, and subject, as to enforceability, to general principles
of equity (regardless if enforcement is sought in proceeding in equity or
at law).
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8.
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NOTICES
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| 8.1 |
Notices. All
notices required or allowed to be given under this Agreement shall be made
either personally by delivery to or by facsimile transmission to the
address as hereinafter set forth or to such other address as may be
designated from time to time by such party in
writing:
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(a)
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in
the case of the Company, to:
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Oramed
Ltd.
2/5
High Tech Park
PO
Box 39098
Givat
Ram, Xxxxxxxxx
Xxxxxx
00000
Fax: 000
0 0000000
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(b)
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and
in the case of the Executive, to the Executive's last residence address
known to the Company.
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| 8.2 |
Change of
Address. Any party may, from time to time, change its
address for service hereunder by written notice to the other party in the
manner aforesaid.
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9.
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GENERAL
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| 9.1 |
Entire
Agreement. As of from the date hereof, any and all
previous agreements, written or oral between the parties hereto or on
their behalf relating to the employment of the Executive by the Company
are null and void. The parties hereto agree that they have
expressed herein their entire understanding and agreement concerning the
subject matter of this Agreement and it is expressly agreed that no
implied covenant, condition, term or reservation or prior representation
or warranty shall be read into this Agreement relating to or concerning
the subject matter hereof or any matter or operation provided for
herein.
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| 9.2 |
Personal
Agreement. The provisions of this Agreement are in lieu of the
provisions of any collective bargaining agreement, and therefore, no
collective bargaining agreement shall apply with respect to the
relationship between the parties hereto (subject to the applicable
provisions of law).
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| 9.3 |
Further
Assurances. Each party hereto will promptly and duly
execute and deliver to the other party such further documents and
assurances and take such further action as such other party may from time
to time reasonably request in order to more effectively carry out the
intent and purpose of this Agreement and to establish and protect the
rights and remedies created or intended to be created
hereby.
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| 9.4 |
Waiver. No
provision hereof shall be deemed waived and no breach excused, unless such
waiver or consent excusing the breach is made in writing and signed by the
party to be charged with such waiver or consent. A waiver by a
party of any provision of this Agreement shall not be construed as a
waiver of a further breach of the same
provision.
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| 9.5 |
Amendments in
Writing. No amendment, modification or rescission of
this Agreement shall be effective unless set forth in writing and signed
by the parties hereto.
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| 9.6 |
Assignment. Except
as herein expressly provided, the respective rights and obligations of the
Executive and the Company under this Agreement shall not be assignable by
either party without the written consent of the other party and shall,
subject to the foregoing, enure to the benefit of and be binding upon the
Executive and the Company and their permitted successors or
assigns. Nothing herein expressed or implied is intended to
confer on any person other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of this
Agreement.
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| 9.7 |
Severability. In
the event that any provision contained in this Agreement shall be declared
invalid, illegal or unenforceable by a court or other lawful authority of
competent jurisdiction, such provision shall be deemed not to affect or
impair the validity or enforceability of any other provision of this
Agreement, which shall continue to have full force and
effect.
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| 9.8 |
Headings. The
headings in this Agreement are inserted for convenience of reference only
and shall not affect the construction or interpretation of this
Agreement.
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| 9.9 |
Number and
Gender. Wherever the singular or masculine or neuter is
used in this Agreement, the same shall be construed as meaning the plural
or feminine or a body politic or corporate and vice versa where the
context so requires.
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| 9.10 |
Governing
Law. This Agreement shall be exclusively construed and
interpreted in accordance with the laws of the state of Israel applicable
therein, and each of the parties hereto expressly agrees to the
jurisdiction of the courts of the state of Israel. The sole and exclusive
place of jurisdiction in any matter arising out of or in connection with
this Agreement shall be the applicable Tel-Aviv
court.
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| 9.11 |
Enurement. This
Agreement is intended to bind and enure to the benefit of the Company, its
successors and assigns, and the Executive and the personal legal
representatives of the Executive.
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This
Agreement constitutes due notification in accordance with the Notice to Employee
Law (Employment Terms), 2002 and the regulations promulgated
thereunder.
-12-
IN
WITNESS WHEREOF the parties hereto have executed this Agreement effective as of
the date and year first above written.
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ORAMED
Ltd.
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Per: /s/ Xxxxx
Xxxxxx
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/s/ Xxxxx
Xxxxxx
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Name:
Xxxxx
Xxxxxx
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Xxxxx
Xxxxxx
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Title:
Chief Executive
Officer
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