Exhibit 10.6
EMPLOYMENT AGREEMENT
with
Xxxxx Xxxxxxxx
AGREEMENT entered into as of the 10th day of April 2000 between Xxxxx
Xxxxxxxx, Israeli I.D. 317094472 residing at (the "Employee") and Ambient
Corporation, a Delaware corporation ( the "Company")
W I T N E S S E T H
WHEREAS, the Company desires to engage the Employee for the Company upon
the terms and conditions contained herein; and
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto agree as follows:
1. Engagement & Duties
1.1 With effect from the effective date (as defined in Section 2), the
Company employs Employee and Employee accepts employment with the Company to be
performed for the Company as Chief Financial Officer of each of the Company, PLT
Solutions Inc. ("PLT"), Ambient Ltd., Insulated Connections Corporation and
Xxxxx.xxx Ltd. subsidiaries of the Company (collectivelt the "Subsidiaries"),
upon the terms and conditions set forth herein. The Employee shall perform
faithfully and diligently the duties customarily performed by persons in the
position for which Employee is engaged. Employee shall devote Employee's full
business time and efforts to rendition of such services and to the performance
of such duties as are set forth herein.
The Employee shall further have such duties and responsibilities
commensurate with his position as may be assigned to him from time to time by
the Company
The Employee shall not be entitled to demand or receive, inter alia,
payment for overtime as may be required by the Company, and the amount paid to
him as a Gross Salary, shall also include full compensation for overtime hours
and hours of weekly rest and holidays.
1.2 The Employee's authority shall be subject to the authority of the
Chief Executive Officer (the "CEO") of the Company or to whom the CEO shall so
instruct Employee to report to. Employee shall report regularly and as requested
to the CEO of the Company or as the CEO or Board of Directors of the Company
shall so instruct. Until further notice the Employee shall report to the CEO of
the Company.
2. Term
2.1 Employee's employment under this Agreement shall commence on April 1,
2000 (the "Effective Date") and shall end on the earlier of: (i) the death or
disability (as defined herein ) of the Employee, (ii) termination of Employee's
employment with cause (as defined herein); (iii) termination by either party
without cause upon three (3) months prior written notice; (iv) one (1) year from
the date of this Agreement. After the expiration of such initial term (other
than for reasons set forth in clauses (i), (ii) and (iii)), this Agreement shall
automatically be renewed for additional one year terms.
2.2 For the purpose of this paragraph 2, "disability" shall mean any
physical or mental illness or injury as a result of which Employee remains
absent from work for a period of two (2) successive months, or an aggregate of
two (2) months in any twelve (12) month period. Disability shall occur at the
end of any such period.
2.3 For the purpose of this paragraph 2, "cause" shall exist if Employee
(i) fails to perform the Employee's areas of responsibility set forth herein,
(ii) engages conduct which, in the sole discretion of the Company, is unethical,
illegal or which otherwise brings notoriety to Company or has an adverse effect
on the name or public image of the Company, (iii) fails to comply with the
instructions of Company in a manner detrimental to the Company, provided that
with respect to clauses (i) and (ii), if Employee has cured any such condition
(that is reasonably susceptible to cure) within 15 days following delivery of
the advance notice (as defined herein) then "cause" shall be deemed not to
exist. For purposes of this Paragraph 2, "advance notice" shall constitute a
written notice delivered to Employee that sets forth with particularity the
facts and circumstances relied upon by the Company as the basis for cause.
2.4 During the period following notice of termination until the effective
date of termination by either party for whatever reason, the Employee shall
cooperate with the Company and use his best efforts to assist the integration
into the Company the person or persons who will assume the Employee's
responsibilities.
2.5 Upon termination for cause, Employee shall be entitled to the compensation
set forth as Gross Salary herein, prorated to the effective date of such
termination as full compensation for any and all claims of Employee under this
Agreement.
3. Remuneration
3.1 During the term hereof, , the Company shall pay to the Employee for
all services rendered hereunder, as salary, payable not less often than once per
month and in accordance with the Company's normal and reasonable payroll
practices, a monthly gross amount equal to U.S. $6,000 (the "Gross Salary"). The
Gross Salary shall be reviewed by the Company annually.
3.2 The Company or an affiliate shall establish and maintain in Israel
Manager's Insurance (Bituach Menahalin) for the Employee. Each of the Company
and the Employee shall contribute toward the premiums payable in respect of such
insurance those amounts which would be recognized under applicable law as tax
free benefits, but in no event shall such contributed amounts be more than
thirteen and one third percent (13 1/3%) of fifty percent (50%) of each monthly
Gross Salary payment from the Company and five percent (5 %) of such amount from
the Employee provided, however, at Employee's election, the Employee may
contribute amounts which exceed those amounts recognized as tax free benefits,
provided that Employee shall bear such taxes as may be due in connection with
such excess. It is hereby agreed that provided Employee is not terminated under
section 2.3 (iii or iv), he shall be entitled upon termination or expiration of
this Agreement to the amount paid by the Company (13 1/3%) hereunder, and to the
extent available, such payment shall be in lieu and in full and final
substitution of any severance pay required under law. If pursuant to the law
there is a shortfall in the severance account, then when and if the Employee is
entitled to receive severance pay, the Company shall pay such shortfall to the
Employee.
3.3 The Company or an affiliate and the Employee shall maintain an advancement
fund under Israeli law (Keren Heshtamlut) for exclusive benefit of the Employee.
The Company shall contribute to such fund an amount equal to 7-1/2% of fifty
percent (50%) of each monthly Gross Salary payment and the employee shall
contribute to such fund an amount equal to 2-1/2% of fifty percent (50%) each
monthly Gross Salary payment. The Employee hereby instructs the Company to
transfer to such advancement fund the amount of the Employee's and the Company's
contribution from each monthly Gross Salary payment.
3.5 Ambient Stock Options. Upon and subject to the Company adopting a new stock
option plan Employee shall be issued options to acquire up to 50,000 shares of
Common Stock ("Options") of the Company exercisable at par value of the shares.
The Options shall vest in the Employee equally over eighteen months, so long as
Employee remains in the employ of the Company and in accordance with the terms
and subject to Employee executing the Company's standard Employee Stock Option
Plan. The options shall vest in the Employee pro-rata to the number of complete
months which Employee was employed hereunder.
4. Vacation and Fringe Benefits
4.1 Vacation The Employee shall be entitled to 22 working days of paid vacation
during each fiscal year that this Agreement is in effect (and a proportionate
number of days for every partial year) to be taken at times as agreed upon by
the parties. The Employee may accumulate up to two years of paid vacation days
and shall be entitled to payment in respect of any such days not used, to the
extent permitted at law.
4.2 Expenses. Employee is authorized, to incur reasonable and proper expenses
for promoting the business of the Company. The Company will reimburse Employee
promptly for all such expenses upon presentation by Employee, of receipts or
other appropriate evidence of expenses.
4.3 Car. Company shall provide Employee with use of automobile and Company shall
pay for registration, gas, maintenance and insurance; and shall provide the
Employee with a cell phone and pay for its maintenance and use.
5. Development Rights
The Employee agrees and declares that all proprietary information
including but not limited to trade secrets, know-how, patents and other rights
in connection therewith developed by or with the contribution of Employee's
efforts during his employment with the Company shall be the sole property of the
Company.
6. Employee Representations
The Employee 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 breach of any agreement or other instrument to which Employee is
party, (ii) does not require the consent of any person, and (iii) shall not
utilize during the term of his employment any proprietary information of any
third party, including prior employers of the Employee.
7. Confidentiality
7.1 The term "Information" as used in this section means any and all
confidential and proprietary information including but not limited to any and
all specifications, formulae, prototypes, software design plans, computer
programs, and any and all records, data, methods, techniques, processes and
projections, plans, marketing information, materials, financial statements,
memoranda, analyses, notes, and other data and information (in whatever form),
as well as improvements and know-how related thereto, relating to the Company or
its products. Information shall not include information that (a) was already
known to or independently developed by the Employee prior to its disclosure as
demonstrated by reasonable and tangible evidence satisfactory to the Company;
(b) shall have appeared in any printed publication or patent or shall have
become part of the public knowledge except as a result of breach of this
Agreement by the Employee or similar agreements by other Company employees (c)
shall have been received by the Employee from another person or entity having no
obligation to the Company or (d) is approved in writing by the Company for
release by the Employee.
7.2 The Employee agrees to hold in trust and confidence all Information
disclosed to Employee and further agrees not to exploit or disclose the
Information to any other person or entity or use the Information directly or
indirectly for any purpose other than for Employee's work with the Company.
7.3 The Employee agrees to disclose the Information only to persons necessary in
connection with Employee's work with the Company and who have undertaken the
same
confidentiality obligations set forth herein in favor of the Company. The
Employee agrees to assume full responsibility for the confidentiality of the
Information disclosed to Employee and to prevent its unauthorized disclosure,
and shall take appropriate measures to ensure that such persons acting on his
behalf are bound by a like covenant of secrecy.
7.4 The Employee acknowledges and agrees that the Information furnished
hereunder is and shall remain proprietary to the Company. Unless otherwise
required by statute or government rule or regulation, all copies of the
Information, shall be returned to the Company immediately upon request without
retaining copies thereof.
8. Non-Compete.
8.1 Employee will not, directly or indirectly, for his own account or as
an employee, officer, director, consultant, joint venturer, shareholder,
investor, or otherwise ( except of as an investor in a corporation whose stock
is publicly traded and in which the Employee holds less than 5% of the
outstanding shares) interest him/herself or engage, directly or indirectly, in
the design, development, production, sale or distribution of any product or
component that directly or indirectly competes with a product or component (i)
being designed, produced, sold or distributed by the Company or any of its
affiliates (ii) or to which the Company or any of its affiliates shall then have
proprietary rights.
8.2 Employee will not hire or otherwise contract the services of, whether
directly or indirectly (i) an employee of the Company (ii) a former employee of
the Company whose employment with the Company ended less than six months prior
to the date of such hiring, or (iii) any corporation or entity in which such
employee or former employee is an officer, director or shareholder holding 25%
of the equity or is employed providing service to that corporation or entity.
8.3 Employee's undertakings herein under section 8 shall be binding upon
Employee's successors, heirs or assigns, and shall continue until the later of
(i) the expiration of one year from the date of execution of this Agreement or
(ii) the expiration of one year from the date the Employee last represented
him/herself as an employee, agent or representative of the Company or any of its
affiliates, subsidiaries or successors.
8.4 Employee acknowledges that the restricted period of time and the
geographical location specified under this section 8 are reasonable, in view of
the nature of the business in which the Company is engaged and Employee's
knowledge of the Company's business and products. If such a period of time or
geographical location should be determined to be unreasonable in any judicial
proceeding, then the period of time and area of restriction shall be reduced so
that this Agreement may be enforced in such an area and during such a period of
time as shall be determined to be reasonable by such judicial proceeding.
9. Indemnity
The Company shall indemnify the Employee as follows: (a) against all
expenses and liabilities, including counsel fees, reasonably incurred by or
imposed upon him in
connection with any proceeding to which he may be made a party, or in which he
may become involved, by reason of his being or having been a director, officer,
employee or agent of the Corporation or is or was serving at the request, of the
Company as a director, officer, employee or agent of the company, partnership,
joint venture, trust or enterprise, or any settlement thereof, whether or not he
is a director, officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director, officer, or employee is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties; provided that in the event of a settlement the indemnification herein
shall apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Company.
10. Miscellaneous
10.1 Benefit & Assignment This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns. The rights and
obligations of the Employee under this Agreement may not be assigned by the
Employee.
10.2 Entire Agreement This Agreement constitutes the entire understanding
and agreement between the parties, and supersedes any and all prior discussions
and agreements and correspondence, and may not be amended or modified in any
respect except by a subsequent writing executed by both parties.
10.3 Notices All notices or other communications hereunder shall be in
writing and shall be sent to either party by hand or by Registered or Certified
mail, postage prepaid, return receipt requested, or sent by telegram or
facsimile to the address set forth in the Preamble to this Agreement or to such
other address as the recipient may designate by notice in accordance with the
provisions of this section.
10.4 Applicable Law. This Agreement shall be interpreted, governed,
construed and enforced according to the laws of the State of New York.
Jurisdiction and venue for any action shall reside with the appropriate court in
New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
signed as of the date stated above.
Ambient Corporation
/S/ Xxxxx Xxxxxxxx /S/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
