Exhibit 10.26
EMPLOYMENT AGREEMENT
An agreement between KERYX (ISRAEL) LTD., an Israeli company with it
principal place of business at 0 Xxxxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000
(the "Company") and NOA SHELACH I.D. No. 27853258, of Xxxxxxxx Xxxxx 0,
Xxxxxxxxx 94316 (the "Employee").
WHEREAS the Company desires to employ the Employee in the position of Vice
President - Project Management (the "Position");
WHEREAS the Employee desires to be employed by the Company and fulfill the
responsibilities of the Position; and
WHEREAS the parties desire to set forth the conditions of employment pursuant to
which the Employee will be employed by the Company;
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE
The preamble to this Agreement and any attachments thereto are an integral part
of this Agreement.
2. JOB DESCRIPTION
The duties, responsibilities and authority of the Employee in the Position are
to oversee and manage all pre-clinical and clinical activities of the Company.
The Employee shall report directly to the Chief Executive Officer or his
designee. This description shall serve as a general statement of the duties,
responsibilities and authority of the Employee. Additional duties,
responsibilities and authority may be assigned to the Employee by the Company
from time to time in its discretion.
3. WORKING HOURS
The Employee shall be employed by the Company on a full-time basis, namely for
not less than forty-four (44) hours per week (inclusive of mealtime). The
Employee agrees that his position is considered to be a management position as
defined in the Hours of Work and Rest Law - 1951, which requires a special
measure of personal trust. Accordingly, the provisions of the Hours of Work and
Rest Law - 1951 shall not apply and the Employee shall not be entitled to
receive any additional payment for his work other than those that are set forth
in this Agreement.
4. TERM OF AGREEMENT
This Agreement shall take effect from the first day of the Employee's employment
with the Company as Vice President - Project Management, on December 20, 2000,
and shall remain in effect until one of the parties has given the notice
required by paragraph 6, below.
5. SALARY
5.1 THE EMPLOYEE'S SALARY SHALL BE AS FOLLOWS:
5.1.1.The Employee shall receive an annual gross salary of seventy two
thousand dollars ($72,000) payable in New Israeli Shekels
according the representative rate of exchange in effect each
month at the time Company salaries are calculated. The Employee's
salary shall be paid in twelve equal installments, monthly in
arrears.
5.1.2.The salary set forth in paragraph 4.1.1, above, shall be referred
to as the "Global Salary".
The Global Salary shall not be subject to, or include any
generally-applicable increases, whether the statutory cost of
living increase or any other industry-wide increase applicable as
the result of collective bargaining agreements or other order of
the Ministry of Labor and Welfare (such as Tzavei Harhava). By
signing this Agreement and accepting
-1-
employment pursuant to its terms, the Employee represents that
s/he will not claim any such increase.
5.1.3.The Employee shall not be entitled to receive any salary or
payment of any kind other than the Global Salary and other
payments specifically set forth in this Agreement.
5.2. OTHER TERMS OF EMPLOYMENT
5.2.1.EXPENSES
The Employee shall be entitled, in accordance with the Company's
standard policy in effect from time to time, to be reimbursed for
expenses (Hotza'ot Eshel) incurred in Israel and abroad in
connection with Company business.
5.2.2.CONTINUING EDUCATION FUND
The Employee shall be entitled to participate in the Company's
continuing education fund (Keren Hishtalmut). The Company shall
contribute an amount equal to five percent (5%) of the Employee's
Global Salary and shall deduct two and a half percent (2.5%) of
the Employee's Global Salary and transfer it as the Employee's
contribution. The Employee consents to the deduction of this
amount as his contribution to the continuing education fund.
These contributions will be calculated up to the permissible
tax-exempt salary ceiling according to the income tax regulations
in effect from time to time. If the amount of the Company's
contribution is greater than permitted by those regulations, the
Employee shall not have the right to receive the excess amount.
5.2.3.RESERVE DUTY
The Employee shall be entitled to receive his full Global Salary
and other payments while performing reserve duty, provided that
any amount received by the Employee from the I.D.F. or any other
source (excluding Damei Calcala) is transferred to the Company
or, in the alternative, an amount equal to that received from the
I.D.F. or any other source is deducted from the Global Salary
payable to the Employee.
5.2.4.ANNUAL LEAVE AND RECREATION PAY (DAMEI HAVRA'A)
a. The Employee shall be entitled to twenty (20) working days of
paid annual leave each year. The Employee shall not be allowed
to accrue more than thirty (30) working days of annual leave
except in unusual circumstances and with the permission of the
Company.
b. Should the Employee's annual leave balance exceed thirty (30)
days at the end of any calendar year, the excess number of days
shall be paid out in accordance with the provisions of the
Annual Leave Law - 1951.
c. The Company shall pay the Employee for five (5) days of
recreation (damei havra'a) each year in accordance with the
normal practice of the Company in effect from time to time.
5.2.5.SICKNESS AND DISABILITY INSURANCE
a. The Employee shall be entitled to the number of days for sick
leave permitted by law. Compensation for sick days utilized
shall be paid according to his Global Salary only upon the
presentation of medical documentation.
b. The Employee shall be covered by disability insurance that
provides monthly compensation. The cost of such insurance shall
not exceed two and half percent (2.5%) of the Employee's Global
Salary.
c. Notwithstanding the provisions of subparagraph (a), above, the
Employee shall not be entitled to receive compensation for sick
leave if such compensation is covered by the Employee's
disability insurance referred to in subparagraph (b), above.
However, should the amounts received by the Employee pursuant
to such disability insurance be less than the amount that is
properly payable as compensation for the Employee's
-2-
available sick leave, according to the Global Salary, the
Company shall pay the difference
d. It is understood and agreed the Employee cannot redeem unused
sick leave.
e. For the avoidance of doubt, it is understood and agreed that
the payments made by the Company in consideration of sick leave
covers all obligations of the Company pursuant to the Sick
Leave Law - 1976.
5.3. PENSION BENEFITS AND SEVERANCE PAYMENTS
5.3.1.The Company will pay into a Provident Fund (Kupat Gemel) (in the
meaning of paragraph 47 of the Income Tax Ordinance) in the form
of Manager's Insurance or another form according to the
Employee's choice and the Company's agreement, an amount equal to
thirteen and one third percent (13 1/3 %) from the monthly Global
Salary paid to the Employee, and the Employee will pay, on his
own account, an amount equal to five percent (5%) from that
Global Salary.
5.3.2.The Employee agrees that the Company shall be entitled to deduct
the Employee's contribution (5%) from the Employee's salary.
5.3.3.For the avoidance of doubt, it is clarified that under no
circumstance shall the Company's contribution exceed thirteen and
one third percent (13 1/3 %) of the Global Salary in any one
month.
5.3.4.Five percent (5%) of the thirteen and one third percent (13 1/3
%) that the Company contributes as set forth above and the five
percent (5%) the Employee contributes, together with linkage and
interest on the contributions, will be treated as pension
benefits for the Employee or his survivors.
5.3.5.The remaining eight and one third percent (8 1/3 %) of the
Company's contribution, together with linkage and interest on
that portion, will be utilized to pay severance benefits to the
Employee or his descendants in the event of the termination of
his employment with the Company, except in those circumstances
discussed below.
0.0.0.Xx the event that the Employee chooses Manager's Insurance, the
policy shall belong to the Company as long as it employs the
Employee and it makes the required payments on the policy.
The payments made into the Kupat Gemel pursuant to paragraph
5.3.1, above, shall fulfill the Company's obligation for
severance payment pursuant to the Severance Compensation Law -
1963.
5.3.7.Upon the termination of the Employee's employment, for whatever
reason, and upon his final departure from the Company, the
Employee or his descendants shall be entitled to receive the
ownership of all rights which have accrued on his behalf in the
Kupat Gemel or the ownership of the Manager's Insurance policy,
as appropriate and subject to the provisions of paragraphs 6.1
and 6.2, below.
0.0.0.Xx the event that there is a difference in the Employee's favor
between the amount to which he is entitled to receive pursuant to
the Severance Compensation Law - 1963 and the severance payment
amount (including linkage and interest) that is in the Kupat
Gemel or Manager's Insurance policy, the Company shall pay that
difference.
5.3.9.For the avoidance of doubt, it is understood that in the event
that the severance payment amount (including linkage and
interest) that is in the Employee's Kupat Gemel or Manager's
Insurance policy exceeds the amount to which he is entitled to
receive as severance compensation pursuant to the Severance
Compensation Law - 1963, the difference shall not be transferred
to the Employee, including to his pension account, but shall be
the property of the Company.
-3-
6. TERMINATION OF EMPLOYMENT
6.1. Either party may terminate the Employee's employment with the Company
without cause at any time upon the legally required notice. The
Company shall have the right, in its sole discretion, to require the
Employee to continue working for the Company during the notice period.
6.2. Notwithstanding the foregoing, the Company may terminate the Employee
immediately and without prior notice in the following circumstances:
(a) a serious breach of faith; (b) the Employee committed a criminal
offense connected to his employment with the Company or his place of
employment; (c) the Employee refused to comply with or violated the
reasonable instructions of the Board of Directors, the Chief Executive
Officer, the Chief Financial Officer or their designee.
6.3. In the event that Employee's employment has been terminated in
accordance with paragraph 6.2, above, the Employee shall not be
entitled to receive any severance payment whatsoever, whether from the
Company or pursuant to paragraph 5.3.7, above.
7. TAXES AND OTHER PAYMENTS
7.1. The Company shall not be liable for the payment of taxes or other
payments for which the Employee is responsible as result of this
Agreement or any other legal provision, and the Employee shall be
personally liable for such taxes and other payments.
7.2. The Employee hereby agrees that the Company deduct from his Global
Salary the Employee's national insurance fees, income tax and other
amounts required by law or the terms of this Agreement, and provide
the Employee with documentation of such deductions.
8. THE OBLIGATIONS OF THE EMPLOYEE
8.1. The Employee agrees to devote his time, energy, abilities and
experience to the performance of his duties, effectively and in good
faith.
8.2. During the period of his employment, the Employee shall not be
employed for pay by any other party other than the Company. The
Employee must receive the prior written consent of the Company before
assuming an unpaid position outside the Company.
8.3. The Employee agrees to immediately inform the Company of any Company
issue or transaction in which the Employee has a direct or indirect
personal interest and/or where such issue or transaction could cause a
conflict of interest for the Employee in the fulfillment of his
responsibilities as an employee of the Company.
8.4. The Employee hereby gives irrevocable instructions and permission to
the Company to deduct from any amounts owed to the Employee by the
Company, including amounts payable as severance compensation, (a) any
debt he has or will have to the Company; and/or (b) any amount that
was wrongfully or mistakenly paid to him by the Company. Any such
amounts to be deducted shall be calculated in real terms as of the
date of the deduction, including linkage to cost of living index.
8.5. The Employee declares that the terms and conditions of his employment
are personal and confidential and will not be disclosed by him.
8.6. The Employee declares that he is free to enter into this Agreement and
that he has no obligations of any kind to any third party that would
impair this Agreement, either as an employee or an independent
contractor. The Employee further declares that as long as he remains
an employee of the Company, he will not incur any such obligations.
8.7. The Employee agrees to keep confidential (a) all professional,
scientific, commercial, and business information; and (b) any other
information or document that comes to the Employee's knowledge in
connection with the affairs of the Company (collectively, the
"Confidential
-4-
Information"), and agrees not to use or exploit the Confidential
Information or to disclose it to any third party where such use,
exploitation or disclosure in not directly related to the affairs of
the Company, unless the Company gives prior written authorization of
such disclosure.
8.8. The Employees agrees that during his employment by the Company and
thereafter he (a) will not disseminate or otherwise make use of the
Confidential Information or of other non-public information of which
he learned while working for the Company, except where such
dissemination or use is directly related to the affairs of the
Company; (b) will maintain the confidentiality of the Confidential
Information; and (c) will not in any way act to injure the reputation
of the Company or its parent company.
8.9. For one (1) year after the termination for any reason of his
employment by the Company, the Employee shall not be employed in any
business or give any services to a third party that competes with the
Company or whose activities conflict with the activities of the
Company, unless the Company has given its prior written consent.
8.10.Upon termination of his employment, the Employee agrees to assist the
Company with an orderly transition of his responsibilities and to
return to the Company any documents, information and/or materials that
were given to him or which were created by him in connection with his
employment.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Employee declares that he is aware that anything that is done by
him in the Company or in connection with the Company, whether it be an
invention, a discovery, or the development of an idea or a thing, all
within the framework of the Company's business (the Development")
shall belong to and be controlled by the Company.
9.2. The Company shall have the right to fully utilize and exploit the
Development, as it sees fit, including changing it, registering part
or all of it as a patent, whether in Israel or abroad, selling it,
transferring it to a third party, all without being required to either
receive the Employee's consent or pay the Employee any additional
payment for such Development apart from any payment he receives
pursuant to this Agreement.
9.3. The Development and any subsequent intellectual property arising
therefrom shall remain the sole property of the Employer even after
the Employee's employment terminates for any reason. The termination
of this Agreement, whether due to its breach or its own terms, shall
not impair the Company's exclusive rights in the Development.
9.4. The Employee may not do anything with the Development or any related
materials without the knowledge and prior consent of the Company. The
Employee declares that he neither has nor will have any rights in the
Development or its fruits and that all rights to the Development and
its fruits shall fully reside in the Company.
9.5. Even in the event that at the time of the termination of the
Employee's employment for any reason the Development has not been
completed, the Employee shall be prohibited from any continued
activity in connection with the subject of the Development, alone or
in concert with others, that is not explicitly allowed in writing by
the Company.
The Company alone will be the sole owner of the uncompleted Development
and shall have the sole right to complete the Development or to take
any other action in connection with the Development.
10. GENERAL
00.0.Xx is agreed that the provisions of this Agreement represent the full
scope of the agreement between the parties and that neither side shall
be bound by any promises, declarations, exhibits, agreements or
obligations, oral or written, that are not included in this Agreement
prior to its execution. Any changes or amendments to this Agreement
must be in writing and signed by both parties.
-5-
10.2.The parties agree that the appropriate court in Jerusalem, Israel
shall have exclusive jurisdiction of any legal claim lodged by one
party against the other arising from the terms of this Agreement.
11. NOTICES
11.1.A notice that is sent by registered mail to a party at its address as
set forth in paragraph 11.2, below, shall be deemed received three (3)
days after its posting, and the receipt stamped by the post office
shall represent definitive evidence of the date of mailing.
11.2.The addresses of the parties for the purposes of this Agreement are:
KERYX (ISRAEL) LTD.:
0 Xxxxxx Xxxx
XXX 00000
Xxxxxxxxx 91236
EMPLOYEE:
Mozkeret Xxxxx 4
-----------------
Jerusalem 94316
-----------------
IN WITNESS WHEREOF the parties have hereunto set their hands at the place and on
the date first above written.
Keryx (Israel) Ltd.
By
/s/ Xxxxxx Xxxxxx /s/ Noa Shelach
------------------------------ ------------------------------------
Noa Shelach
-6-
