EMPLOYMENT AGREEMENT
THIS AGREEMENT is made by and between ACCENT SOFTWARE INTERNATIONAL LTD., an
Israeli corporation, having its principal place of business at 00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx (hereinafter "the Employer or Company"), and XXXXX XXXXX, I.D.
No. __________, residing at Rehov Xxxxxx 00, Xxxxxxxxx (hereinafter "the
Employee), on 12 September 1996.
WHEREAS the Employer is a Company carrying on the business of writing and
developing software products; and
WHEREAS the Employer is prepared to employ the Employee and the Employee
is prepared to be so employed on the said basis and on the conditions set out in
this Agreement hereinafter,
NOW THEREFORE THE PARTIES COVENANT AND AGREE, EACH WITH THE OTHER, AS FOLLOWS:
1. Employment of Employee
The Employer agrees to employ the Employee and the Employee agrees to
be employed by the Employer as Senior Vice President of Product
Development on the specific terms and conditions set out in this
Agreement hereinafter. The terms of the Employee's employment shall
also be governed, insofar as relevant, by the provisions of the
Employer's Employment Policy Handbook, the provisions of which, as
amended from time to time, are hereby incorporated into this Agreement
by reference (hereinafter "the Employment Policy").
2. Working Hours
The Employee shall be employed by the Employer on a full-time basis,
namely for not less than forty-five (45) hours per week (inclusive of
meal time). It is agreed that the Employee is being employed in a
senior, managerial position that requires a special degree of skill and
devotion, requiring a special relationship of trust between the
Employer and the Employee, and may require work beyond the Employer's
normal business hours, which hours cannot be overseen by the Employer.
It is therefore agreed that the renumeration referred to in section 4,
below, shall cover any additional time devoted by the Employee in
excess of normal working hours, and no compensation for overtime as
defined and set forth in the Hours of Work and Rest Law shall be
payable.
3. Employee's Duties and Obligations
During the period of his employment:
a) The Employee shall devote his full time, efforts and ability to
the advancement of the projects of the Employer to which he may be
assigned.
b) The Employee shall carry out his work in accordance with
instructions which he receives from the Employer given to him by
its Chief Executive Officer or such other person appointed by
Employer as his supervisor from time to time.
c) The Employee, without the express, written permission of the
Employer, shall not work at any other place of employment nor
shall he in any way be involved in the development of software
similar to or competing with the software developed and/or
marketed by the Employer nor in any way similar to the business
being carried on by the Employer, except for the benefit of the
Employer, within the framework of this Agreement.
4. Compensation
a) In consideration for his work for the Employer as set in this
Agreement, the Employee shall be paid a gross monthly salary in
the amount of the NIS equivalent of US $10,834.00. Such salary
includes, as an integral part thereof, payments due the Employee
for travel (Damei Nesiya) and recreation pay (Damei Havra'ah).
Such salary shall be reviewed on an annual basis on or about
Employee's anniversary date.
b) The Employee shall participate in a management employee's
insurance scheme whereby five percent of his base salary shall be
deducted therefrom and paid as premiums and the Employer shall
contribute an equal amount as well as an amount equal to 8 1/3% of
Employee's base salary in lieu of severance pay, all in accordance
with the terms of the scheme which shall be chosen and provisions
of law. In addition, the Employer shall pay the necessary amounts
for the Employee's enrollment in a long term disability plan of
the Employer's choice.
c) The Employee shall be entitled to join a continuing education fund
(keren hishtalmut) to be calculated on his base salary.
d) The Employee shall have the exclusive use of a passenger van owned
or leased by the Employer, the expenses of which shall be paid by
the Employer.
e) The Employer shall deduct from the compensation of the Employee
national insurance fees, income tax and any other amounts as
dictated by law, and shall provide the Employee with the required
documentation on such deductions.
5. Vacation and Sick Leave
The Employee shall be entitled to fifteen (15) paid vacation days
annually and sick leave in accordance with legal requirements as
reflected in the Employment Policy.
6. Copyright and Ownership of Software
The Employee hereby assigns and agrees to assign to the Employer or its
subsidiaries or affiliates, as appropriate, its successors, assigns or
nominees, the Employee's entire right, title and interest in any
developments, designs, patents, inventions and improvements, trade
secrets, trademarks, copyrightable subject matter or proprietary
information which the Employee has made or conceived, or may make or
conceive, either solely or jointly with others, while providing
services to the Employer, or with the use of the time, material or
facilities of the Employer or relating to any actual or anticipated
business, research, development, product, service or activity of the
Employer, or suggested by or resulting from any task assigned to the
Employee or work performed by the Employee for or on behalf of the
Employer, whether or not such work was performed prior to the date of
this Agreement. It is further agreed, that without further charge to
the Employer, but at its expense, the Employee will execute and deliver
all such further documents as may be necessary, including original
applications and applications for renewal, extension or reissue of such
patents, trademark registrations or copyright registrations, in any and
all countries, to vest title thereto in the Employer, its successor,
assigns or nominees.
7. Confidentiality of Information
a) The Employee declares that he knows and is fully aware that all
the software written and/or sold and/or distributed and/or
developed and/or in the process of any of the foregoing, by the
Employer or his employees or by any other person for the Employer,
even if not located at his offices or with distributors of the
software and/or customers of the Employer, constitute valuable
property and a business secret of the Employer or of the
Employer's clients and business partners. The Employee further
acknowledges that in the course of his employment, he may learn of
other confidential and proprietary information and trade secrets
of the Employer. The Employee undertakes to keep confidential all
information about the software and other confidential and
proprietary information and trade secrets, and not to reveal such
information to any person whomsoever, neither during the period of
his employment by the Employer nor subsequent thereto, and the
Employee shall use his best efforts to prevent the publication or
disclosure of any secret or process or information related to the
Employer's or its clients' software, business, work methods,
customers, suppliers, partners or any other subject, identified as
confidential, which comes to his knowledge during the term of his
employment.
b) The Employee undertakes not to make any copies whatsoever of the
software, nor to permit others so to do, nor to remove from the
offices of the Employer or any other place of work to which he
may be sent by the Employer, any document, disk, magnetic tape or
other media whatsoever which contains any part of the software or
data on the software of the Employer or any client, supplier or
customer of the Employer.
c) Notwithstanding the foregoing provisions, where the Employee is
specifically authorized to carry out certain work at his home, he
may take a copy only of that software absolutely necessary in
order for him to be able to perform such work after registering
each piece of software so taken with the Employer. Employee shall
take all reasonable steps to ensure the security of such software
while at his home, and upon completion of each part of the work
being carried on at his home, he shall return to the offices of
the Employer all copies of the software so prepared or required
for its preparation, and shall ensure that no copies thereof
remain at his home or on the computers there located.
d) Employee undertakes to keep confidential and not to transfer,
inform, submit or bring to the knowledge of any person,
information of clients of Employer which is classified by such
clients as confidential and which is gained by Employee in the
course of his employment by Employer or as a result thereof.
8. Covenant Not to Compete
On the termination (for whatever cause and howsoever arising) of his
employment, the following shall apply:
a) The Employee shall not at any time disclose to any third party or
use or seek to use or knowingly allow any third party to use or
seek to use any matter or information coming to his knowledge or
attention during the period of his employment hereunder which he
knows or ought reasonably to have known to be a trade secret of
the Company or otherwise of a confidential nature relating in any
way to the customers of the Company or the business or affairs of
or manufacturing or other processes from time to time carried out
or conducted by the Company, provided that this sub-clause shall
not operate so as to prevent or restrict the Employee from using
his own personal knowledge or skill in any business or trade in
which he may (subject to the provisions hereof) be lawfully
engaged following termination of his employment hereunder.
b) The Employee undertakes that in his future work, after completing
his employment with the Company, he will not utilize any
procedures and/or programs and/or computer instructions and/or
parts of the software known to him as a result of his employment
that are not public knowledge, neither for his own use or work or
for the creation of software products for himself and/or for the
development of software products for any other person, whether or
not for a fee or profit. This undertaking shall not prevent the
Employee from utilizing the general knowledge and experience that
he acquired during the term of his employment as he sees fit,
provided that he does not utilize the knowledge he gained of the
specific programs as set out above.
c) So long as Employee is employed by Company and for a period of
twenty four (24) months after the termination of the Employee's
employment, Employee agrees not to enter into competitive
activity, including becoming an owner, executive officer, or
director of, or consultant to, any firm or person that competes
with the Company or its affiliated companies. For purposes of this
Clause, "competitive activity" shall mean any activity, without
the written consent of the Board, consisting of Employee's
participation in the management of, or his acting as a consultant
for or employee of, any business operation of any enterprise if
such operation engages in the development, production, sale and/or
marketing of any product that competes with any product developed
and/or produced by Company or jointly developed and/or produced
with an affiliated company, or in the process of being developed
and/or produced by the Company or in the process of being
developed and/or produced jointly with an affiliated company,
during Employee's employment or at the time of Employee's
termination, provided, however, that the Employee may own any
securities of any corporation that engaged in such business and is
publicly owned and traded but in any amount not to exceed at any
time 5% (five percent) 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. To remove all doubt, nothing in this paragraph shall
prevent the Employee from being a consultant to or an employee of
a competitor of the Company or an affiliated company during the
term of this non-competition clause provided that he does not
otherwise violate the terms of this paragraph.
d) While employed by the Employer and for twenty-four (24) months
following the termination of his employment, the Employee shall
not directly or indirectly solicit, entice, persuade, or induce
any employee of the Employer, or any third party then under
contract to the Employer, to terminate his employment by or
contractual relationship with the Employer, or to enter into
contractual relations with a competitor of the Employer, or
authorize or assist in the taking of any such actions by any third
party.
e) Employee agrees that the time specified in this paragraph (twenty
four (24) months) is reasonable in view of the nature of the
business in which the Employer is engaged and proposes to engage,
his access to the confidential and proprietary information of the
Employer and his knowledge of the Employer's business. The
restrictions upon the Employee in this Agreement shall be in
addition to and not in substitution for any obligations imposed
upon him by law in relation to confidential information or
otherwise, and so that each of the foregoing restrictions in
paragraphs 7 and 8, above, shall constitute separate agreements
between the Employer and the Employee and shall be in addition to
and not in substitution for any obligations imposed upon him by
the general law.
9. Saving Provision
Employer and Employee agree and stipulate that the agreements and
covenants not to compete contained in this Agreement are fair and
reasonable in their scope and duration in light of all the facts and
circumstances of the relationship between Employee and Employer;
however, Employee and Employer are aware that in certain circumstances
courts have refused to enforce certain agreements not to compete.
Therefore in furtherance and not in derogation of the provisions of the
preceding paragraphs, the parties agree that in the event a court
declines to enforce the provisions of paragraph 9, above, that those
provisions shall be deemed to be modified to restrict Employee's
competition with Employer to the maximum extent, in both time, content
and geography, which a competent court shall find enforceable; however,
in no event shall those provisions be deemed more restrictive to
Employee than those contained therein.
10. Injunctive Relief
Employee acknowledges that disclosure of any Confidential Information
or breach of any of the non-competitive covenants or agreements
contained herein will give rise to irreparable injury to Employer or
clients of Employer, inadequately compensable in damages. Accordingly,
Employer or, where appropriate a client of Employer, may seek and
obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies which
may be available. Employee further acknowledges and agrees that in the
event of the termination of employment with Employer, Employee's
experience and capabilities are such that Employee can obtain
employment in business activities which are of a different or
non-competing nature with his or her activities as an employee of
Employer; and that the enforcement of a remedy hereunder by way of
injunction shall not prevent Employee form earning a reasonable
livelihood. Employee further acknowledges and agrees that the covenants
herein are necessary for the protection of Employer's legitimate
business interests and are reasonable in scope and intent.
11. Termination
a) Termination for No Cause: Either party may bring the period of
employment to a close by giving the other party written notice of at
least sixty (60) days in accordance with legal requirements. The
Employer, at its sole discretion, may terminate the Employee effective
immediately and pay the Employee the salary equivalent of the required
period of notice.
b) Termination for Cause: Notwithstanding paragraph 11(a), above, the
Employer may terminate the Employee's employment without prior notice and
without the payment to the Employee of his salary for the two (2) month
period of notice provided for in paragraph 11(a), above, if the Employee
shall, at any time: i) be guilty of serious misconduct or any other
conduct that, in the reasonable opinion of the Employer, brings the
Employer or any parent, affiliate or subsidiary of the Employer into
disrepute; and/or ii) be convicted of any criminal offense of disrepute.
c) Nothing in this section shall prevent or limit the Employer from
protecting its interests as allowed by law. The provisions of paragraphs
6, 7 and 8 of this Agreement shall continue to apply after the
termination of the employment period.
12. Possession
The Employee agrees that upon request by the Employer, and in any event
upon termination of the Employee's employment, the Employee shall turn
over to the Employer all documents, papers or other material in the
Employee's possession or under the Employee's control which may contain
or be derived from confidential and proprietary information, together
with all documents, notes, or the Employee's work products which are
connected with or derived from the Employee's services to the Employer
and all copies of software obtained from the Employer shall be either
returned to the Employer or, as appropriate, permanently deleted.
13. Enforceability
The provisions of this Agreement shall be enforceable notwithstanding
the existence of any claim or cause of action of Employee against
Employer whether predicated on this Agreement or otherwise.
14. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with
the laws of the State of Israel. Jurisdiction for the litigation of any
dispute, controversy or claim arising out of or in connection with this
Agreement shall be in a court having subject matter jurisdiction
located in Jerusalem, Israel.
15. Entire Agreement
This Agreement constitutes the entire agreement between the parties
with respect to this subject matter and supersedes all previous
proposals, both oral and written, negotiations, representations,
commitments, writings and all other communications between the parties.
This Agreement may not be modified except by an instrument in writing
signed by the parties.
16. Severability
If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any
other part or provision of this Agreement.
17. Waiver
No waiver by the Employer of any breach of any provisions of this
Agreement shall constitute a waiver unless made in writing and signed
by an authorized representative of the Employer.
18. Preamble
The preamble to this Agreement constitutes an integral part hereof.
19. Headings
The headings in this Agreement are for the convenience of organization
and reference. They are not intended by the parties to have any
relevance in the interpretation of this Agreement.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands at the place
and on the date first above written.
Accent Software International Ltd.
per:
/s/ XXXXX XXXXX
________________________ _____________________
Employer Employee
