EMPLOYMENT AGREEMENT
THIS
AGREEMENT is made this 1st day of May, 2008 by and between ORAMED
Ltd., a
company
incorporated under the laws of the State of Israel, , with an address at 0
Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxx 00000 (the ”Company”)
and
Chaime
Orlev,
an
individual residing at, 00 Xxxxxxxxx, xx Xxxxxx Xxx, Xxxxxx , Xxxxxx
(the ”Executive”).
WHEREAS:
A. The
Company has agreed to engage the Executive to serve in the role of Chief
Financial Officer, Secretary and Treasurer of the Company and ORAMED
PHARMACEUTICALS INC. (the
“Parent”);
and
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:
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1.
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ENGAGEMENT
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1.1
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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.
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1.2
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Term.
Unless terminated earlier in accordance with the provisions hereof,
the
term of employment under this Agreement shall commence on May 1,
2008
(the “Effective
Date”)
and shall continue until terminated by either party as provided herein
(the “Term”).
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1.3
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Service.
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(a)
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Scope
of service - from the Effective Date, until July 31, 2008 (the
“First
Term”),
the Executive shall perform his work on the basis of a half time
position.
Starting from August 1, 2008 until the termination of his employment
according to Section 1.2 hereinabove (the “Second
Term”),
the Executive shall perform his work on the basis of a full time
position.
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(b)
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The
Executive agrees to faithfully, honestly and diligently serve the
Company
and to devote Executive's attention and best efforts to further the
business and interests of the Company during the period of this Agreement.
The Executive agrees and undertakes to inform the board of directors
of
the Company (the “Board”)
immediately after becoming aware of any matter that may in any way
raise 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
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Duties.
The Executive's services hereunder shall be provided on the basis
of the
following terms and conditions:
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(a)
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reporting
to the Chief Executive Officer and Board, the Executive shall serve
as the
Chief Financial Officer, Secretary and Treasurer of the Company and
Parent;
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(b)
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the
Executive shall be responsible for the financial reporting and controls
of
the Company and Parent, all subject to any applicable law and to
instructions provided by the Board from time to time;
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(c)
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the
Executive shall faithfully, honestly and diligently serve the Company
and
the Parent and cooperate with the Company and the Parent and utilize
his
professional skill and care to ensure that all services rendered
hereunder
are to the satisfaction of the Company and the Parent, 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 and the Parent are
maintained;
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(d)
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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/or
Chief
Executive Officer; and
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(e)
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the
Executive shall report the results of his duties hereunder to the
Chief
Executive Officer and/or the Board as it may request from time to
time.
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2.
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COMPENSATION
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2.1
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Salary.
For services rendered by the Executive during the Term, the Executive
shall be paid a monthly salary, as
follows:
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(a)
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During
the First Term - the Executive shall be entitled to a gross monthly
amount
of NIS 20,000 (the “Salary”).
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During
the Second Term - the Executive shall be entitled to a gross monthly amount
of
NIS 30,000 (the “Salary”).
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(b)
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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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(c)
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Executive’s
Salary and other benefits shall be annually reviewed by the Board
based on
his and the Company’s performance, all at the Board’s sole and absolute
discretion.
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2.2
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Company
Vehicle.
The Executive shall be entitled to the use of a Class 4 vehicle,
as shall
be determined by the Company (the "Car").
The Company shall incur all reasonable expenses associated with use
of the
Car, including fuel expenses, however excluding personal traffic
fines,
payments to the tax authorities resulting from the use of the Car
("Shovi
Shimush")
and the like. The use of the Car shall be in accordance with the
provisions of the Company's car policy, as may be amended from time
to
time by the Company. The Employee shall bear any tax payments resulting
from the aforesaid, to the extent applicable. The Car will be returned
to
the Company by the Employee immediately upon termination of Employee's
employment by the Company, for any reason
whatsoever.
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2.3
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Expenses.
The Executive will be reimbursed by the Company for pre-approved
business
expenses incurred by the Executive in connection with his duties,
and in
accordance with Company’s policy.
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2.4
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Vacation;
Recreation Pay.
The Executive shall be entitled to 20 vacation days per year. The
Executive shall be entitled to accrue vacation days across one fiscal
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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2.5
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Additional
Benefits.
The Employee shall be entitled to the use of a Company paid mobile
phone
for business purposes, according to the Company's policies and
instructions, as amended from time to time. In addition, the Employee
shall be entitled to the use of a Company owned laptop computer,
according
to the Company's policies and instructions, as amended from time
to time.
The Employee shall bear any tax payments resulting from the aforesaid,
to
the extent applicable.
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2.6
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Deductions.
The Executive acknowledges that all payments by the Company in respect
of
the services provided by the Executive shall be subject to the deduction
of any amount which the Company as an 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.
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Social
Insurance and Benefits
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| 3.1 |
The
Executive shall be entitled to Manager's Insurance as
follows:
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The
Company shall make payments for the Executive’s benefit to a manager’s insurance
policy (the “Policy”),
which
shall remain in the Company's possession and shall be managed on the Executive’s
name. The Company shall pay into the Policy an aggregate amount representing
13.33% of the then provided Salary as follows: 8.33% for severance compensation
and 5% for pension compensation (“Tagmulim”). In addition, the Company shall
deduct 5% of the Salary and transfer that amount to the Policy. Also, the
Company shall contribute monies for disability insurance in accordance
with the
Company's accepted policies. All
payments to the Pension Scheme will be made in compliance with Section
14 of the
Severance Compensation Law, 1963, and in accordance with the general approval
of
the Labor Minister dated June 9, 1998, promulgated under said Section 14,
a copy
of which is attached hereby as Exhibit A, and the terms of Section 14 and
said
general approval will apply to the relationship hereunder. Therefore, the
ownership of the Pension Scheme will be transferred to the Employee upon
the
termination of employment and the Company will not be entitled to retrieve
any
of the funds it transferred to the Pension Scheme, other than in accordance
with
Section 14 and said general approval and the transfer of the Pension Scheme
to
the ownership of the Employee will be the full and only compensation to
be paid
by the Company to the Employee in such circumstances in respect of severance
pay
with respect to the insured Salary.
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3.2
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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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3.3
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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 Manager's Insurance and
Keren
Hishtalmut Fund. Notwithstanding the above, 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
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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.
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CONFIDENTIALITY
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4.1
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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 and its parent company, or its associates
or
customers (the “Confidential
Information”).
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 is 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
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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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(a)
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is
available to the public generally in the form
disclosed;
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(b)
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becomes
part of the public domain through no fault of the
Executive;
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(c)
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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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(d)
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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
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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 in connection therewith 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 in connection with the Executive’s employment with 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 or in connection therewith,
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
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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.
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4.5
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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
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Remedies.
The parties to this Agreement recognize that any violation or threatened
violation by the Executive of any of the provisions contained in
this
Article 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
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Reasonable
Restrictions.
The Executive agrees that all restrictions in this Article 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.
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Non-Competition
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5.1
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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 six (6) 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
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No
Solicitation.
Executive agrees and undertakes that during the period of his employment
and for a period of 12 months following termination for any reason
whatsoever, 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.
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Termination
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6.1
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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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(a)
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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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(b)
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intentionally
and wrongfully damaged property of the Company, or any of its respective
affiliates, associates or
customers;
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(c)
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intentionally
or wrongfully disclosed any of the Confidential
Information;
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(d)
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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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(e)
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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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(f)
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fundamentally
breached any of the Executive's material covenants contained in this
Agreement; or
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(g)
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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 twelve (12) month period. Disability shall
occur upon the end of such six-month period.
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6.2
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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 12 months of the Executive’s engagement,
and 60 days, prior written notice
thereafter.
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6.3
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The
Notice Period.
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(a)
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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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(b)
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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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(c)
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Notwithstanding
Section 6.2
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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6.4
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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 Article 6.
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6.5
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Return
of Materials.
Within three 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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6.6
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Effect
of Termination.
Articles 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.
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Mutual
Representations
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7.1
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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
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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
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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.
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Notices
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8.1
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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:
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in
the case of the Company, to:
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(b)
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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
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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.
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GENERAL
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9.1
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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
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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
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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
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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
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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
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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
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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
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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
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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 exclusively 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.
|
|
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.
|
This
Agreement replaces a notification in accordance with the Notice to Employee
Law
(Employment Terms), 2002.
-12-
IN
WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of
the date and year first above written.
| ORAMED Ltd. | |
| Per: /s/ Xxxxx Xxxxxx | /s/Chaime Orlev |
| Chaime Orlev | |
| Name: Xxxxx Xxxxxx | |
| Title: President |
