EMPLOYMENT AGREEMENT
ris
Exhibit
10.1
This
EMPLOYMENT
AGREEMENT
is
entered into as of October 7,2007 by and between Brainstorm
Cell Therapeutics Ltd.,
a
company incorporated under the laws of the State of Israel and maintaining
its
principal place of business at 00 Xxxxx Xx. Xxxxxx Xxxxx, Xxxxxx (the
“Company”),
and
Brainstorm Cell Therapeutics Inc. a company incorporated under the laws of
the
State of Deleware and maintaining its principal place of business at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, X.X (“Brainstorm Inc.” ), and Xxxxxxx Xxxxxx Israeli ID
number 000000000 residing at 5 Beit -El st. Ramat - Gan , Israel (the
“Employee”).
WHEREAS The
Company is engaged, inter
alia,
in the
research, development, manufacturing and marketing of adult stem cell
therapeutics for neurological diseases; and
WHEREAS
The
Company and Brainstorm Inc. desire to engage the Employee as Chief Executive
Officer (the “CEO” ) and the Employee desires to enter into such employment and
represents that he has the requisite skill and knowledge to serve as such;
and
WHEREAS
The
parties desire to set forth herein the terms and conditions of the Employee's
engagement by the Company and Brainstorm Inc., effective as of the date of
this
Agreement, as set forth below;
NOW
THEREFORE,
in
consideration of the mutual promises contained herein, and intending to be
legally bound, the parties hereto agree as follows:
1. EMPLOYMENT
- GENERAL
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1.1.
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Employment.
Company and Brainstorm Inc. hereby employ Employee and Employee
hereby
accepts employment upon the terms and conditions set forth herein.
Employee shall commence his employment with the Company and Brainstorm
Inc. on October 7 ,2007
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1.2.
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The
Position.
The Employee shall be employed as the Chief Executive Officer (the
“Position”)
and in such capacity, he shall be subject to the direction and
control of
the Company’s and Brainstorm Inc.’s Board of Directors.
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1.3.
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Personal
Service Contract.
The Parties hereto confirm that this is a personal service contract
and
that the relationship between the parties hereto shall not be subject
to
any general or special collective employment agreement or any custom
or
practice of Company in respect of any of its other employees or
contractors. Except as expressly provided in this Agreement, Employee
shall not be entitled to any payments or other benefits in respect
of his
employment upon the termination of his employment with Company
or
Brainstorm Inc.
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1.4.
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Special
Degree of Personal Trust.
Employee acknowledges and agrees that from the perspective of the
status,
responsibility and terms of employment of Employee, he shall be
counted
amongst those employees whose functions require a special degree
of
personal trust, and the conditions and circumstances of whose employment
do not facilitate the supervision of their work and rest hours
as those
expressions are defined in the Hours of Work and Rest Law, 5711-1951
and
accordingly the restrictions specified in the aforementioned Law
and in
the Wage Protection Law, 1958 shall not apply to his employment.
Employee
shall not be entitled to demand or receive, inter alia, payment
for
overtime, and the amount paid to him as a Salary (as defined below),
shall
also include full compensation for overtime hours.
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1
2. EMPLOYEE’S
UNDERTAKINGS.
Employee hereby undertakes as follows:
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2.1.
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Carry
out of Instructions. To carry out all of the instructions
related to his employment in accordance with the instructions of
Management.
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2.2.
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Fidelity.
To perform the duties and assignments imposed upon his in the scope
of his
employment with the Company and Brainstorm Inc. with devotion, honesty
and
fidelity, subject to the Company’s and Brainstorm Inc.’s policies in
effect from time to time, and to dedicate to the performance of the
said
duties all his know how, qualifications and experience and all the
time,
diligence and attention required for the performance thereof efficiently,
with fidelity and in accordance with the requirements of this Agreement,
and to use his best endeavors in order to consolidate Company and
Brainstorm Inc. and to advance the affairs and business of Company
and
Brainstorm Inc. and the realization of their respective objectives.
The
parties agree that the duties and assignments of Employee’s CEO position
will require most of Employee’s work time, but that he may spend up to
four hours a month on other business matters as long as such other
activity would not constitute a conflict of interest as further set
forth
in Section 2.3 or entail any competition with the business of the
Company
or Brainstorm Inc. as further set forth in Section 7.1.
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2.3.
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Conflict
of Interest. Employee declares that he is not presently
involved, and he undertakes not to become involved in the future,
for so
long as he is an employee of Company or Brainstorm Inc., in any
obligations towards any third party whatsoever which entail any form
of
conflict of interest with his employment with Company or Brainstorm
Inc.
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3. COMPENSATION
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3.1.
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Salary.
In consideration for Employee’s obligations under this Agreement, Company
shall pay Employee a monthly gross salary of 50,000 NIS (the “Salary”).
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3.2.
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Payment.
The Salary shall be paid to Employee by no later than the 9th of
the
calendar month following the calendar month of employment to which
the
payment relates. As provided in Section 1.4 above, the Salary includes
remuneration for working overtime and on days of rest, and Employee
shall
not be entitled to any further remuneration or payment whatsoever
other
than the Salary and/or benefits set forth herein, unless expressly
specified in this Agreement. Employee acknowledges that the Salary
to
which he is entitled constitutes due consideration for his working
overtime. The Salary, as specified in Section 3.1 hereto, and it
alone,
shall constitute the sole basis for calculating any of Employee’s rights
under any applicable law, and any other benefits provided under this
Agreement shall not be deemed as the Salary or any part thereof.
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3.3.
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Statutory
Deductions. Company shall make the required statutory
deductions from the Salary and from any other amount paid and/or
benefits
granted to Employee by Company under this Agreement, including
income tax,
social security and healthcare tax, and make the appropriate payments
on
behalf of Employee to the Israeli Tax Authority, to the Institute
of
National Insurance and any other relevant authority.
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3.4.
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Additional
Benefits. Employee shall be entitled to such additional
benefits, as provided in Exhibit A.
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3.5.
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Expenses.
The Company will reimburse Employee for any documented, out-of-pocket
expenses from time to time properly incurred by Employee in connection
with his employment by Company, provided that such expenses have
been
approved in writing and in advance by Company.
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3.6.
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Sick
Leave and Recuperation Pay. Employee shall be entitled to
sick leave and Recuperation Pay (דמי הבראה) as provided
by
law.
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3.7.
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Vacation.
Employee shall be entitled to an annual vacation of 24 days per year
(based on half time basis), and no less than the number of days required
by the Annual Vacation Law, 5711-1951 (the “Annual Vacation Law”), and
such annual vacation shall be increased in accordance with the Annual
Vacation Law, 5711-1951. Annual vacation may not be accumulated for
over 2
years and therefore in the event that Employee accumulates such days
and
does not make use of the same or redeem their value, the Company
shall be
entitled to redeem them.
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3.8.
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Reserve
Duty. Employee shall continue to receive the Salary (and
Company shall continue to make contributions to the managers insurance
policy and the education fund provided for herein) during periods
of
military reserve duty. Employee hereby assigns and undertakes to
pay to
Company any amounts received from the National Insurance Institute
as
compensation for such reserve duty
service.
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4. TERM
OF AGREEMENT
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4.1.
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Term.
This Agreement shall commence on the date hereof and shall continue
to be
in full force and effect unless terminated by either party in accordance
with this Agreement.
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4.2.
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Termination
by Employee. Employee shall be entitled to terminate this
Agreement by giving Company a prior written notice as follows (1)
until
the first anniversary of his employment ninety (90) days, and (2)
after
the first anniversary of his employment 180 days; it being understood
that
during such period, Employee shall (subject to the needs of the Company
determined at the Company’s sole discretion) continue to perform his
duties for Company and Brainstorm Inc., including the training and
initiation of his replacement, and, subject to the performance of
such
obligations, Company shall make all payments as required hereunder.
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4.3.
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Termination
by Company. Company shall be entitled to terminate this
Agreement, at any time, by giving Employee a prior written notice
as
follows: (1) until the first anniversary of his employment ninety
(90)
days, and (2) after the first anniversary of his employment 180 days.
In
such event Employee shall (subject to the needs of the Company determined
at the Company’s sole discretion) continue to perform his duties for the
Company and Brainstorm Inc., including the training and initiation
of his
replacement, and, subject to the performance of such obligations,
Company
shall make all payments as required hereunder. The Company shall
be
entitled to terminate the actual employment of Employee at any time
forthwith, including during the prior notice, and to make a payment
to
Employee in lieu of such prior notice. Notwithstanding the foregoing,
in
the event that Employee had not completed at least twelve (12) months
of
employment prior to such termination - the provisions of the applicable
law regarding prior notice shall apply.
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4.4.
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Termination
For Cause. Notwithstanding the foregoing provisions of this
Section 4, Company shall be entitled to terminate this Agreement
forthwith, and without prior notice, and Employee shall not be entitled
to
any severance pay or other compensation whatsoever, in any of the
following events: (i) conviction of any felony involving moral turpitude
or affecting the Company or Brainstorm Inc.; (ii) any refusal to
carry out
a directive of the Management of the Company or Brainstorm Inc.,
or
disregard of a rule or policy of the Company or Brainstorm Inc. known
to
the Employee or contained in a policy and procedure manual provided
to the
Employee, which involves the business of the Company and which was
capable
of being lawfully performed; (iii) embezzlement of funds of the Company
or
Brainstorm Inc. or other breach of fiduciary duty towards the Company;
(iv) ownership, direct or indirect, of an interest in a person or
entity
in competition with the Company or Brainstorm Inc., without the prior
written permission of the Management of the Company or Brainstorm
Inc.;
and (v) disposition of Company’s or Brainstorm Inc.’s confidential
information contrary to the provisions of the law or this Agreement;
(vi)
willful disloyalty and/or deliberate dishonesty; (vii) material breach
of
any of the terms of this Agreement;
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5. PROPRIETARY
INFORMATION
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5.1.
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Proprietary
Information. The Employee acknowledges and agrees that the
business of the Company and Brainstorm Inc. and their respective
affiliates is highly competitive and that in the course of his employment
with the Company and Brainstorm Inc., he will have access to confidential
and proprietary information concerning the business and financial
activities of the Company, Brainstorm Inc. and their respective affiliates
and information and technology regarding the Company, Brainstorm
Inc. and
their respective affiliates’ product research and development, including,
without limitation, the Company, Brainstorm Inc.’s and their respective
affiliates’ patents, trade marks, trade secrets, intellectual property,
banking information, investments, investors, properties, employees,
marketing plans, customers, trade secrets, and test results, processes,
data and know-how, improvements, inventions, techniques and products
(actual or planned). Such information, whether documentary, written,
oral,
computer generated, or otherwise shall be deemed to be and referred
to as
“Proprietary Information”.
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Proprietary
Information shall be deemed to include any and all preparatory information
disclosed by or on behalf of the Company or Brainstorm Inc. and
irrespective of form, but excluding information that (i) was known
to the
Employee prior to his association with the Company and can be so
proven by
documentary evidence, (ii) shall have appeared in any printed publication
or patent but only to the extent appeared therein or shall have become
a
part of the public knowledge, except as a result of a breach of this
Agreement or any other obligation to the Company or Brainstorm Inc.
by the
Employee or any other employee or third party or the breach of the
undertakings of the Company or Brainstorm Inc. towards any third
party or
(iii) is legally required by any administrative or governmental agency
to
be disclosed, provided that any such disclosure shall be made only
to the
extent required to fulfill Employee’s legal obligations, and provided
further that the Employee immediately notifies the Company or Brainstorm
Inc. of such obligation or requirement, prior to making any disclosure,
to
enable the Company or Brainstorm Inc. to contest the requirement
thereof.
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5.2.
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Nondisclosure.
Employee agrees and declares that all Proprietary Information, patents
and
other rights in connection therewith shall be the sole property of
the
Company nad/or Brainstorm Inc. and their respective assignees at
all
times. Both during his engagement by the Company and Brainstorm Inc.
and
for seven (7) years after its termination Employee will keep in confidence
and trust all Proprietary Information and the Employee will not use
or
disclose any Proprietary Information or anything relating to it without
the written consent of the Company or Brainstorm Inc., except as
may be
necessary in the ordinary course of performing the Employee’s duties
hereunder and in the best interests of the Company and Brainstorm
Inc.
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5.3.
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Return
of Materials. Employee agrees that on or before the
termination of his employment with the Company or Brainstorm Inc.
he will
return to the Company and Brainstorm Inc. all Company and Brainstorm
Inc.
property and materials, including but not limited to, (if applicable)
personal computers, laptops, fax machines, scanners, copiers, cellular
phones, credit cards and telephone charge cards, manuals, building
keys
and passes, courtesy parking passes, diskettes, intangible information
stored on diskettes, software programs and data compiled with the
use of
those programs, software passwords or codes, tangible copies of trade
secrets and confidential information, sales forecasts, names and
addresses
of Company and Brainstorm Inc. customers and potential customers,
customer
lists, customer contacts, sales information, sales forecasts, memoranda,
sales brochures, business or marketing plans, reports, projections,
and
any and all other information or property previously or currently
held or
used by Employee that is or was related to his employment with the
Company
or Brainstorm Inc. (“Company Property”). Employee agrees that in the event
that he discovers any other Company Property in his possession after
the
termination of his employment with the Company he will immediately
return
such materials to the Company and Brainstorm
Inc.
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5.4.
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Third
Party Information. Employee recognizes that the Company and
Brainstorm Inc. received and will receive confidential or proprietary
information from third parties subject to a duty on the Company’s or
Brainstorm Inc.’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes at all times. Both
during
his employment and after its termination, the Employee undertakes
to keep
and hold all such information in strict confidence and trust. He
will not
disclose any of such information without the prior written consent
of the
Company or Brainstorm Inc., except as may be necessary to perform
his
duties as an employee of the Company or Brainstorm Inc. and consistent
with the Company’s or Brainstorm Inc.’s agreement with such third party.
Upon termination of his employment with the Company or Brainstorm
Inc.,
Employee shall act with respect to such information as set forth
in
Section 5.3, mutatis mutandis.
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5.5.
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Survival.
The Employee’s undertakings in this Section 5 shall remain in full force
and effect after termination of this Agreement.
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6. DISCLOSURE
AND ASSIGNMENT OF INVENTIONS
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6.1.
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Contributions.
The Employee understands that the Company and Brainstorm Inc. is
engaged
in a continuous program of research, development, production and
marketing
in connection with its business and that, as an essential part of his
employment with the Company and Brainstorm Inc., he is expected to
make
new contributions to and create inventions of value for the Company
and
Brainstorm Inc.
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6.2.
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Obligation
to Keep the Company Informed. From and after the date he
first becomes associated with the Company or Brainstorm Inc.; Employee
undertakes and covenants that he will promptly disclose in confidence
to
the Company and Brainstorm Inc. all inventions, improvements, designs,
original works of authorship, formulas, concepts, techniques, methods,
systems, processes, compositions of matter, computer software programs,
databases, mask works, and trade secrets, related to the Company’s or
Brainstorm Inc.’s business or current or anticipated research and
development, whether or not patentable, copyrightable or protectable
as
trade secrets, that are made or conceived or first reduced to practice
or
created by his, either alone or jointly with others during the period
of
his employment (“Inventions”).
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6.3.
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Ownership.
The Employee agrees and represents, that all Inventions as defined
above,
will be the sole and exclusive property of the Company or of any
third
party specified by the Company, and that the Employee shall not be
entitled to any form of compensation by way of royalties or otherwise,
with respect to any such Invention, including, without limitation,
in
connection with Employee’s obligations under Section 6.4 below.
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6.4.
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Assignment
of Inventions. The Employee hereby irrevocably transfers and
assigns and will transfer and assign in the future to the Company,
or to
any third party specified by the Company (a) all worldwide patents,
patent
applications, copyrights, mask works, trade secrets and other intellectual
property rights in any Invention; and (b) any and all “Moral Rights” (as
defined below) that he may have in or with respect to any Invention
related to the company business. Employee also hereby forever waives
and
agrees never to assert any and all Moral Rights he may have in or
with
respect to any Invention, even after termination of his work on behalf
of
the Company. “Moral Rights” mean any rights of paternity, any right to
claim authorship of any Invention and all right, title and interest
worldwide in such Inventions and in all intellectual property rights
based
upon such Inventions, including the right to object to any distortion,
mutilation or other modification of, or other derogatory action in
relation to any Invention whether or not such would be prejudicial
to his
honor or reputation and any similar right, existing under judicial
or
statutory law of any country in the world or under any treaty, regardless
of whether or not such right is denominated or generally referred
to as a
“Moral Right”.
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The Employee hereby warrants
and
represents that he has no rights of any kind whatsoever in, with
respect
to, or in connection with, any of the Proprietary Information, nor
any
other intellectual property, currently utilized or planned to be
utilized
by the Company or Brainstorm Inc.
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6.5.
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Assistance
in Obtaining Patents and other Legal Protections. The
Employee agrees to assist the Company to obtain for the Company and
enforce patents, copyrights, mask work rights and other legal protections
for the Company’s Inventions in any and all countries. Employee will
execute any documents that the Company may reasonably request for
use in
obtaining or enforcing such patents, copyrights, mask work rights,
trade
secrets and other legal protections. Employee's obligation under
this
Section 6.5 will continue beyond the termination of his employment
with
the Company, provided that the Company will compensate him at a reasonable
rate after such termination for time or expenses actually incurred
by him
at the Company’s request in connection with such assistance. The Employee
hereby irrevocably appoints any executive officer of the Company
as his
attorney-in-fact to execute documents on his behalf for this purpose.
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7. NON
- COMPETITION
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7.1.
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Non-Competition.
The Employee agrees and undertakes that he will not, so long as he
is
employed by the Company or Brainstorm Inc. and for a period of 12
months
following termination of his employment for whatever reason, directly
or
indirectly as owner, partner, joint venturer, stockholder, employee,
broker, agent, principal, corporate officer, director, licensor or
in any
other capacity whatsoever, engage in, become financially interested
in, be
employed by, or have any connection with any business or venture
that is
engaged in any activities involving either (i) products which compete,
directly or indirectly, with the business of the Company or its
subsidiaries and/or affiliates, products produced or proposed to
be
produced by the Company or its subsidiaries or affiliates or (ii)
information, processes, technology or equipment that competes with
information, processes, technology or equipment in which the Company
or
its subsidiaries or affiliates has a proprietary interest, or that
competes with products or services offered by the Company, its affiliates
and/or subsidiaries; provided, however, that the Employee may own
securities of any corporation which is engaged in such business and
is
publicly owned and traded but in an amount not exceeding at any one
time,
one percent (1%) of any class of stock or securities of such company,
so
long as Employee has no active role in the publicly owned and traded
company as director, employee, consultant or otherwise.
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7.2.
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Non-Solicitation.
The Employee agrees and undertakes that during the term of his employment
with the Company or Brainstorm Inc. and for a period of twelve (12)
months
thereafter, the Employee will not directly or indirectly including
personally or in any business in which it is an officer, director,
joint
venturer, partner or shareholder, or
otherwise:
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(i)
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Solicit,
entice, canvass or approach or endeavor to solicit, canvass or approach
any person who, to his knowledge, was provided with services by the
Company or its affiliates or subsidiaries or provided services to
the
Company or its affiliates or subsidiaries as a vendor or supplier
at any
time during the twelve (12) months immediately prior to the termination
of
the Employee’s employment (i) for the purpose of offering services or
products which directly compete with the business of the Company
(or its
subsidiaries or affiliates) or its Proprietary Information, (ii)
for the
purpose of interfering with the Company’s relationship with such entity or
person, or (iii) to cease doing business with Company (or its subsidiaries
or affiliates), reduce its relationship with Company (or its subsidiaries
or affiliates) or refrain from establishing or expanding a relationship
with Company (or subsidiaries or its affiliates) or in any other
way
interfere with the Company’s (or its subsidiaries’ or affiliates')
relationships with its customers, vendors or suppliers;
or
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(ii)
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Employ,
solicit or entice away or endeavor to solicit or entice away from
the
Company or its parent or subsidiaries any person employed by the
Company
or its parent or subsidiaries any time during the twelve (12) months
immediately prior to the termination of the Employee’s employment with a
view to inducing that person to leave such employment and to act
for
another employer in the same or a similar
capacity.
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7.3.
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Severability.
If any one or more of the terms contained in this Section 7 shall,
for any
reason be held to be excessively broad with regard to time, geographic
scope or activity, the term shall be construed in a manner to enable
it to
be enforced to the extent compatible with applicable law.
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8. MISCELLANEOUS
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8.1.
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Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Israel without
reference to conflicts of law principles and sole jurisdiction shall
be
granted to the competent courts in Tel-Aviv,
Israel.
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8.2.
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Assignments.
Employee may not assign or transfer any right, claim or obligation
provided herein. The Company may assign or transfer any right, claim
or
obligation provided herein, provided that any right of the Employee
under
this Agreement shall not be diminished.
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8.3.
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Notices.
The addresses of the parties for the purposes of this Agreement shall
be
as specified in the preamble hereto and/or any other address as notified
by either party to the other from time to time. All notices and other
communications required or permitted to be given under this Agreement
shall be in writing and shall be sent by the notifying party to the
other
party via fax, e-mail, registered mail or personal delivery service.
Notices shall be deemed effective 72 business hours after sending
same by
registered mail, postage prepaid, to the other party at the address
noted
above, 24 business hours after their authenticated transmission via
fax,
or e-mail and immediately upon their personal delivery by courier
or other
personal delivery service.
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8.4.
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Construction.
Words in the masculine gender shall include the feminine and vice
versa.
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8.5.
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Entire
Agreement. This Agreement constitutes an integrated, written
contract, expressing the sole and entire agreement between the parties
with respect to the subject matter hereof and supersedes any and
all other
agreements or understandings, whether oral or
written.
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8.6.
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Amendments.
This Agreement may not be altered, modified or amended except by
a written
instrument signed by the parties.
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8
IN
WITNESS WHEREOF
the
parties have duly executed this Agreement as of the date first above
written:
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/s/
Xxxxxxx Xxxxxx
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BRAINSTORM
CELL THERAPEUTICS LTD.
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EMPLOYEE
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| By: _/s/ Xxxxx Lebovits__________ | ||
| Name: Xxxxx Xxxxxxxx |
Date:
February 17, 2008
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Title:
_President
Date:
February 17, 2008
By:_
/s/
Xxxxx Lebovits___________
Name:
Xxxxx Xxxxxxxx
Title:
President
Date:
February 17, 2008
9
Exhibit
A
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1.
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Manager’s
Insurance Policy. The Company shall contribute funds on
behalf of its employees to a Managers Insurance Fund in the name
of the
Employee (“Fund”) and disability insurance for loss of ability to work
(“Disability Insurance”) as specified below.
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1.1
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The
Company shall allocate to the Fund, an aggregated amount equal to
thirteen
and a third percent (13.33%) in the following portions; five percent
(5%)
of each monthly Salary for pension compensation and eight and a third
percent (8.33%) of each monthly Salary to severance compensation.
Moreover, the Company will allocate for the purpose of the Disability
Insurance a maximum premium of 2.5% of Employee’s monthly Salary, as
provided by the general approval of the Minister of Labor and Social
Welfare regarding payments by employers to a pension fund and insurance
fund in lieu of severance pay. The Company shall deduct from Employee’s
monthly Salary an aggregated amount equal to five percent (5%) of
Employee’s monthly Salary for the Fund.
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1.2
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The
aforementioned allocations shall be in lieu of the Company’s statutory
obligation to pay severance pay, if required, under Section 14 of
the
Severance Pay Law 5723-1963.
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2.
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Education
Fund. The Company shall pay a sum as high as the recognized
deductible cap by the tax authorities, but in any event no more than
7.5%
of the Salary and shall deduct 2.5% from the Salary to be paid on
behalf
of Employee toward an education fund. Use of these funds shall be
in
accordance with the by-laws of the fund. The Employee hereby grants
his
consent to such a deduction provided in this section herein.
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3.
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Unless
the Company terminates this Agreement for “Cause” (as defined in Section
4.4 of this Agreement), the amounts deposited in the Manager’s Insurance
and Education Fund pursuant to Sections 1 and 2 above shall be released
to
the Employee upon termination of this Agreement, provided that Employee
fulfills his obligations pursuant to Section 4.2 and 4.3 of the Agreement
(training and initiation of his replacement
etc.).
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3.
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Options.
The Employee shall be entitled to participate in the 2004 Global
Share
Option Plan of Brainstorm Cell Therapeutics Inc. (“BCLI”). The Employee
shall be granted options to purchase Common Stock of BCLI upon such
terms
and conditions set forth by the Board of Directors of BCLI.
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4.
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Cellular
Phone. The Company shall provide the Employee, at the
Company's sole cost and expense, a cellular
phone.
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5
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Company
car The Company shall purchase or lease for the Employee
an
executive car ( “Xxxxx 6 “ as defined in Israeli tax law ). All taxes with
respect to the purchase or lease of the executive car shall be borne
by
the Company.
|
10
