Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made this 20 day of April, 2006
by and between Percival Ltd. company with an address at 00 Xxxxxxx Xx., Xxxxxx (the
"Company") and
Yami Tarsi, an individual
residing at , Makabim, Israel (the "Executive").
WHEREAS:
A. The Company has agreed to engage the Executive
to serve in the role of the Chief Executive Officer of the Company;
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:
1. |
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. In addition,
the Executive will be seconded to, and appointed as the CEO of the parent
company of the Company, Xxxxxx International Corp. (the "Parent Company"), without being
entitled to any additional compensation other than the salary and
additional compensation to which he is entitled pursuant to this
Agreement, but, in such event, indemnification will be granted to him by
the Parent Company in connection with his position. |
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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 23,2006 (the "Effective
Date") and shall continue until terminated by
either party as provided herein (the "Term"). |
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1.3. |
Exclusive Service. The Executive agrees to faithfully, honestly and diligently
serve the Company and the Parent Company and to devote substantially all
of Executive's time, attention and best efforts to further the business
and interests of the Company and the Parent Company during the period of
this Agreement, to the exclusion of all other employment, except for those
other engagements as shall be specifically authorized and approved in
advance by the board of directors of the Company (the "Board"). The Executive agrees and
undertakes to inform the Board immediately after becoming aware of any
matter that may in any way raise |
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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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1.4.1. |
reporting directly to the Board, the Executive shall serve as the CEO of the Company; |
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1.4.2. |
the Executive shall be responsible for setting the overall corporate direction for the Company, including establishing and maintaining budgets for the Company and ensuring the Company has adequate capital for its operations,
marketing and general corporate activities, all subject to any applicable law and to instructions provided by the Board from time to time; |
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1.4.3. |
the Executive shall faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the
Company, 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 are maintained; |
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1.4.4. |
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 |
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1.4.5. |
the Executive shall report the results of his duties hereunder to the Board as it may request from time to time. |
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1.4.6. |
In addition, the Executive shall assume similar duties and obligations toward the Parent Company and its board of directors, as part of the management services provided by the Company to the Parent Company, as shall be agreed upon
by both companies. |
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2. |
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, payable within 10 days after the end of each month, at a gross monthly rate of US$
7,600 (the "Salary"), as follows: |
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2.1.1. |
The Salary shall be paid in NIS translated pursuant to the official representative rate of exchange of the US$ as published by the Bank of Israel on the payment date. Any deductions required to be made by the Company and
submitted to relevant tax or other authorities will be deducted at source. |
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2.1.2. |
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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2.1.3.
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Executive’s Salary and other benefits shall be annually reviewed by
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the Board based on his and the Company’s performance, all at the
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Board’s sole and absolute discretion.
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2.1.4. |
At the Board's sole and absolute discretion, the Executive shall be entitled to special bonuses for significant events or business achievements. |
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2.2. |
Expenses. The Executive will be reimbursed by the Company for all business expenses incurred by the Executive in connection with his duties, within previously approved budgets, upon submission of a
monthly statement of documented expenses. This includes, without limitation, full use of cellular phone, use of one dedicated telephone/data line at home, payments of expenses incurred when traveling abroad, per diem payments for travel abroad
according to the rules set forth by the Israeli Tax Authorities and others. The Executive shall bear any tax payments resulting from the aforesaid, to the extent applicable. |
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2.3. |
Shares. Executive shall be entitled to participate in the Employee Stock Incentive Plan pursuant to Section 102 of the of the Israeli Income Tax Ordinance, to be adopted by the Parent Company (the
"Plan"), and he shall be issued up to 968,640 restricted shares of Common Stock of the Parent Company, par value US$ 0.001 each, or options to buy such shares (collectively the
"Shares") representing 3% of the Parent Company's issued and outstanding share capital (on a fully diluted basis) on the Effective Date, under the following terms: |
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2.3.1. |
The Options shall be subject to a vesting period of 3 years starting on the Effective Date as follows: (i) one third shall be vested upon the first anniversary of the Effective Date; (ii) two thirds shall be vested in 4 equal semi
annually installments thereafter, provided that the Executive continues to be engaged by the Company at the applicable date of vesting. |
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2.3.2. |
The Parent Company shall issue the Shares following and subject to the approval of, and pursuant to terms of, the Plan to be adopted by the Parent Company. The Executive acknowledges that in order to receive the Shares, he will be
required to execute additional documents in compliance with the applicable tax laws and/or other applicable laws, including a stock grant agreement to be executed between the Executive and the Parent Company (the "Stock
Grant Agreement"). |
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2.3.3. The number of Shares under the Plan shall be proportionately adjusted |
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for any increase or decrease in the number of issued Shares of the Parent Company resulting from a stock split, reverse stock split, combination or reclassification of such Common Stock and will otherwise be subject to the terms
of the Stock Grant Agreement and the Plan. |
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2.4. |
Company Vehicle. The Executive shall be entitled to the use of a car of the 3 licensing class, as shall be determined by the Company, for which the Company shall incur all expenses associated
therewith, but excluding personal traffic fines. |
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The use of such car shall be subject to the Company's instructions, as may be amended from time to time. The Executive shall bear any tax payments resulting from the aforesaid, to the extant applicable |
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2.5. |
Vacation; Recreation Pay. The Executive shall be entitled to cumulative paid vacations of 20 days per year. In addition, Executive shall be entitled to sick leave and Recreation Pay according to
applicable law. Executive shall be entitled to cash redemption of vested vacation upon termination of this agreement, with or without cause, according to Israeli Labor Law and practice. |
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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 net of all amounts which the Company as 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. |
SOCIAL INSURANCE AND BENEFITS |
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3.1. |
Managers Insurance. The Company shall insure Executive under an accepted "Manager's Insurance Scheme" (the "Managers Insurance") as
follows: (i) the Company shall pay an amount equal to 5% of Executive's Salary towards savings (“tagmulilm”) and 2.5% of Executive's Salary for disability insurance and shall
deduct 5% from Executive's Salary and pay such amount towards savings under the Managers Insurance; and (ii) the Company shall pay an amount equal to 8 1/3% of Executive's Salary towards a fund for severance compensation which shall be payable to
Executive upon severance, subject to provisions of Section 3.3 herein. The aforementioned allocations shall be in lieu of severance pay according to the Israeli Severance Pay Law - 1963. |
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3.2. |
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 aforesaid Managers Insurance Fund. 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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3.3. |
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 each monthly Salary payment up to the maximum amount recognized for tax benefits pursuant to the Income Tax Ordinance, and Executive shall contribute to the Fund an amount equal to 2.5% of each
monthly Salary payment up to the maximum amount recognized for tax purposes pursuant to the Income Tax Ordinance. 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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3.4. |
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. |
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 or the Parent Company or their respective affiliates, associates or customers (the "Confidential Information"). |
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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 and the Parent Company are 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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4.2.1. |
is available to the public generally in the form disclosed; |
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4.2.2. |
becomes part of the public domain through no fault of the Executive; |
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4.2.3. |
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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4.2.4. |
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 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 at any time thereafter during which the Executive is employed by 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, 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. If the Company is for any reason unable, after reasonable effort, to secure execution by the
Executive on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Executive hereby designates and appoints the Company and its duly authorized officers and agents as the
Executive's agent and attorney to act for and in the Executive's behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the opinion of the Company to effect such registration
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to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Executive. |
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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 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. |
Trade of Parent Company Securities. The Executive acknowledges that the Company is a wholly-owned subsidiary of the Parent Company, which is a publicly traded company. Therefore, the Executive
agrees not to use any Confidential Information in connection with the purchase or sale of the securities of the Parent Company. The Executive further acknowledges that any such use would constitute a violation of securities laws. |
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4.8. |
Reasonable Restrictions. The Executive agrees that all restrictions in this 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. |
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 12 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, 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. |
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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6.1.1. |
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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6.1.2. |
intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates or customers; |
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6.1.3. |
intentionally or wrongfully disclosed any of the Confidential Information; |
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6.1.4. |
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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6.1.5. |
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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6.1.6. |
fundamentally breached any of the Executive's material covenants contained in this Agreement; or |
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6.1.7. |
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. 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 |
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twelve (12) month period.
Disability shall occur upon the end of such six-month period.
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6.2. |
Severance for Termination
With Cause. If the Company terminates the
Executive's employment for Cause [The definition of Cause do not include
Disability, therefore there’s no need to address disability here], then
the Company will not be obligated to pay the Executive any severance
payments or provide any notice whatsoever to the Executive. |
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6.3. |
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 5 months of
the Executive’s engagement, 60 days, within the 6-12 months of
the Executive's engagement, and with 90 days prior written notice
thereafter. |
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6.4. |
The Notice Period.
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6.4.1. 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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6.4.2. This Agreement shall
remain in full force and effect until the end of the Notice Period
and there shall be no change in Executive's compensation terms or any of
his obligations hereunder during such Notice period unless otherwise
agreed by the parties hereto in writing. |
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6.4.3. Notwithstanding
sub-section (b) above, during the Notice Period the Company may, at its
discretion, relieve Executive of his position immediately, upon which
Executive shall leave the Company on such notice from the Company. Such
actions shall not derogate in any way or manner whatsoever from
Executive's rights to receive the Salary until the end of the Notice
period. |
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6.5. |
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 Section
6. |
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6.6. |
Return of Materials.
Within three (3) 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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6.7. |
Effect of
Termination. Sections 4 and 5 hereto and
hereto shall remain in full force and effect after termination of this
Agreement, for any reason whatsoever. |
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7. |
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. |
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:
8.1.1. in the case of the Company, to: |
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Percival Ltd.
X.X.Xxx 00, Xxxxxx 00000
Attn: Gadi
Aner
Fax: 00-0000000
with a copy to
Xxx Xxxxx, Adv.
Xxx Xxxxx & Co. Law Offices
1 Azrieli Center (round tower)
Xxx Xxxx
00000, Xxxxxx
Fax: 000-0-000-0000
Email: xxx@xxxxxxxx.xx.xx
8.1.2.
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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. |
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 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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[Remainder of this page left intentionally blank]
IN WITNESS WHEREOF the parties hereto have
executed this Agreement effective as of the date and year first above
written.
PERCIVAL
LTD. YAMI
TARSI
Per: /s/ Gadi
Aner /s/
Yami Tarsi
Name: Gadi Aner
Title: Chairman of the Board of Directors
WE APPROVE AND AGREE:
XXXXXX INTERNATIONAL CORP.
Per: /s/ Gadi Aner
Name: Gadi Aner
Title: Chairman of the
Board of Directors