CONFIDENTIAL PORTIONS OF THIS AGREEMENT DESIGNATED BY ASTERISKS (*) HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
CONFIDENTIAL
PORTIONS OF THIS AGREEMENT DESIGNATED BY ASTERISKS (*)
HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.
PCZL
26.06.09
AGREEMENT
THIS
AGREEMENT (“Agreement”)
is made between Adama Technologies Corp, a Delaware corporation with a principal
place of business at 8 Xxxx Xxxxxx St. Tel-Aviv, Israel, (the “Company”) and each of Xx. Xxxx
Benrush I.D. Number 029579372, residing at 00 Xxx Xxxxxx Xxxxx
Xxxxxx, Xxx Xxxx, Xxxxxx, and Xx. Xxxx Bar-xxx Xxxxx I.D. Number
038946760, residing at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxx, Xxxxxx (collectively: the
“Directors”).
WITNESSETH:
WHEREAS,
|
the
Company wishes to incorporate a fully owned subsidiary, Adama Israel Ltd.
(the "Subsidiary")
and nominate the Directors as directors of the Subsidiary;
and
|
WHEREAS,
|
the
parties hereto wish to regulate the equity compensation package to the
Directors in accordance with the terms and conditions set forth
herein.
|
NOW, THEREFORE, in
consideration of the foregoing premises, representations, warranties, covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties do hereby mutually agree as follows:
1.
|
The Business
Development Activities
|
The
Directors shall, in addition to their on-going duties as directors of the
Subsidiary, take an active part in promoting the following activities of the
Company (the: “Business
Development Activities”):
|
(a)
|
*
|
|
(b)
|
*
|
|
(c)
|
*
|
|
(d)
|
*
|
2.
|
Equity based
Compensation payment
|
|
2.1.
|
In
consideration for the Business Development Activities, the Company will
award the Directors the following equity compensation package based on the
milestones as set forth in section
2.2.
|
|
2.2.
|
The
Company will, upon execution of this Agreement, adopt an Employee Share
Option Plan for the grant of shares and options to purchase shares of the
Company to employees, office holders, consultants and service providers of
the Company or any subsidiaries or affiliated companies of the Company, in
the form attached as Exhibit
2.2 hereto (the "Plan"). The Plan will
comply with the provisions of Section 102(b)(2) of the Israeli Income Tax
Ordinance (Capital Gain Option Through a Trustee) and any rules and
regulations promulgated thereunder including the Income Tax Rules (Tax
Relief upon the Allotment of Shares to Employees), 2003. The
Company will issue to the Directors, under the Plan and subject to the
provisions of this Agreement, an aggregate of Fourteen Million
(14,000,000) shares of Common Stock of the Company, which constitute 15.4%
of the Company's issued and outstanding share capital of the Company on a
fully diluted basis on the date hereof (the “Shares”).
|
The
Shares will be issued to Adv. Xxxx Xxxxxxxx (the " Trustee") on
behalf of the Directors, in equal parts, within 30 days from the date hereof.
The Shares will be held by the Trustee for at least the appropriate holding
period required under Section 102(b)(2) of the Israeli Income Tax Ordinance
(Capital Gain Option Through a Trustee).
The
foregoing notwithstanding, the Directors' entitlement to the Shares or any part
thereof will only be affected if the Company has achieved the following
milestones (each, a "Milestone"):
|
(a)
|
Two
Million (2,000,000) Shares *
|
|
(b)
|
Three
Million (3,000,000) Shares *
|
|
(c)
|
Five
Million (5,000,000) Shares *
|
|
(d)
|
Four
Million (4,000,000) Shares *
|
In the
event that any of the Milestones have not achieved within their respective time
frame, the applicable number of Shares to which the Directors would have been
entitled to had such Milestone been achieved, will be returned to the Company
and the Directors will not be entitled to any rights with respect
thereto.
|
2.3.
|
Upon
closing of any equity or debt agreement entered into between the Company
and an investor/s, for the extension to the company (by way of debt or
equity) of an amount of up to 4 Million USD, in the aggregate under any
such agreements, the Company will grant to the Directors, under the Plan,
such amount of additional shares of Common Stock of the Company, so as to
retain the Directors’ joint shareholdings in the Company of 15.4%, on a
fully diluted basis (the "Additional Shares"). The
Directors shall not be entitled to Additional Shares with respect of
equity or debt agreements to which the Company is a Party if the aggregate
amount extended to the Company (by way of debt or equity) under any such
agreements exceeds 4 Million USD.
|
|
2.4.
|
The
Shares granted to the Directors in accordance with this Section will be
returned to the Company if the Company does not enter into equity or debt
agreements with an investor/s, under which an aggregate amount of at least
1 Million US Dollars is extended to the Company (by way of equity or
debt), during a period of one year following the date
hereof.
|
|
2.5.
|
The
Shares and the Additional Shares will be granted to the Directors in
consideration for payment by the Directors of their par value (0.001 USD
per Share) (the "Par
Value Amount"). The Par Value Amount will be extended to the
Directors as a non-recourse loan from the Company and will be repaid to
the Company only following the sale of the Shares and the Additional
Shares, if applicable, by the
Directors.
|
- 2
-
3.
|
Expenses and
payments
|
|
3.1.
|
In
addition to any monetary compensation that will be granted to the
Directors, the Company and/or the Subsidiary will reimburse the Directors
for any documented, out-of-pocket expenses from time to time properly
incurred by the Directors in connection with the Business Development
Activities, including (but not limited to) necessary traveling
expenses.
|
|
3.2.
|
All
payments shall include V.A.T., if required by law, which shall be added to
the amounts or consideration set forth
above.
|
4.
|
Term of the
Agreement
|
This
Agreement shall be effective as of March 1st, 2009
and shall continue until the achievement of the milestones set out in section 2
above or such other time, as mutually agreed in writing by both
parties.
5.
|
Confidentiality
|
The
Directors acknowledges that they will be exposed to confidential information
related to the Company or any subsidiaries or affiliated companies of the
Company in connection with the Business Development Activities and this
Agreement, and therefore, each of the Directors hereby undertakes to preserve
absolute confidentiality of any information disclosed to it by the Company or
any subsidiaries or affiliated companies of the Company in connection with and
as a result of the Business Development Activities rendered by such Director.
This obligation shall also apply to the Directors after termination of this
Agreement.
6.
|
Indemnity
Agreements.
|
At or
prior to the execution of this Agreement, the Company and the Subsidiary shall
enter into an indemnity agreement with each of the Directors, in the form
attached hereto as Exhibit
6 (the "Indemnity
Agreements"), under which the Company and the Subsidiary will undertake
to indemnify the Directors to the full extent permitted by law.
7.
|
Directors
and Officers Insurance.
|
At or
prior to the execution of this Agreement, the Subsidiary shall obtain and
maintain in full force and effect, a Directors and Officers insurance policy of
financially sound and reputable insurers, covering the Directors, in scope and
amount acceptable to the Directors.
8.
|
General
|
|
8.1.
|
Neither
party hereto shall assign any of its rights and obligations hereunder
without the prior written consent of the other
party.
|
|
8.2.
|
This
Agreement shall not be modified except by an instrument in writing signed
by both parties.
|
|
8.3.
|
The
laws of the State of Israel shall govern this Agreement, and that the
competent court in Tel–Aviv shall have exclusive jurisdiction over any
matter arising out of, or in connection with, this
Agreement.
|
|
8.4.
|
All
notices, requests, reports, consents and other communications hereunder
shall be in writing, and shall be delivered either (i) by hand,
(ii) by e-mail or facsimile transmission, with a written
acknowledgement of the recipient, (iii) by courier, or (iv) by
registered mail, return receipt requested. Until changed by a
written notice given by either party to the other party, the addresses of
the parties shall be as set herein.
|
In
witness whereof, the duly authorized representatives of the Company and the
Directors have executed this Agreement as of the date stated
below.
- 3
-
Adama
Technologies Corporation
|
|
By:
/s/ Xxxxxx Xxxxx
|
|
Title:
President
|
|
Date:
July 22, 2009
|
|
By:
Boaz Benrush
|
By: /s/
Xxxx Bar-xxx Xxxxx
|
Title:
Director
|
Title:
Director
|
Date:
July 22, 2009
|
Date:
July 22, 2009
|
- 4
-