Exhibit 10
(Translation; Original Document in Hebrew)
EMPLOYMENT AGREEMENT
--------------------
Made and entered into at Tel Aviv on the 5th day of March 1998
Between: Ampal Industries (Israel) Ltd.
Of 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx
(hereinafter called "the Company")
And: Xxxxxx Meichor, holder of Identity Number 5428036
Of 0 Xx'Xxxx Xxxxxx, Xxxx Xxxx
(hereinafter called "the Employee")
Whereas The Company requires an employee having the capability fulfill the
function of chief financial officer - CFO of the Company with full
control of Ampal - American Israel Corporation;
And Whereas The Employee declares that he has furnished to the Company
all such information as is likely to be relevant with respect to its
decision to accept him for employment, as well as being suitable to
carrying out of the foregoing function from the point of view of his
qualifications and experience, and that there is nothing either in
law or otherwise to prevent his being engaged by the Company;
And Whereas The Company is desirous of engaging the Employee on the
strength of his declarations and upon the terms and conditions
prescribed in this contract;
And Whereas The Employee is desirous of being engaged by the Company
upon such terms and conditions;
Now therefore the parties have reached agreement as to the terms of the
contractual arrangements between them as follows:
General
1. The preamble to this Agreement shall be considered as being an integral part
thereof, and the law relating thereto as being further provisions of the
Agreement.
2. This Agreement shall regulate the terms of the contractual arrangements
between the Employee and to Company in all matters connected with the period of
the employment of the Employee by the Company and resulting therefrom, including
the scope of the employment, the expectations of the Company, the terms of the
employment, the remuneration and the social benefits, as well as the rules and
procedures within the context of such employment.
3. Save as is otherwise prescribed by law, this Agreement fully covers all the
rights of the Employee, and in the event of any inconsistency between this
Agreement and a right which derives from any other source, the provisions of
this Agreement shall prevail.
Trust and Confidentiality
4. The Employee shall be obliged to devote all his qualifications, knowledge and
experience towards his employment with the Company, and to act to the best of
his ability within the scope of his employment for the promotion of the
interests of the Company and the success thereof.
5. During the period of his employment with the Company, the Employee shall not
be entitled to work, either for or without reward, for any other employer
whatsoever or to be connected either directly or indirectly with any occupation
or other business whatsoever, unless he shall have obtained the approval of the
Company. Without derogating from the foregoing, it is agreed on behalf of the
parties that the Employee shall be entitled, for a reasonable period of time, to
continue to provide
17
support to his previous place of employment provided that the furnishing of such
foregoing support shall not adversely affect and/or interfere with the carrying
out of his function in accordance with this Agreement.
6. The Employee shall fulfill his function with devotion, responsibility,
honesty and loyalty, and he shall refrain from any act or omission which could
be likely to be prejudicial to the Company or to its good name or to cause the
Company to suffer harm in any manner whatsoever.
7. During the period of the employment, and in connection with the carrying out
of his employment with the Company, the Employee shall be precluded from
receiving any consideration or benefit, either in cash or in any cash
equivalent, from any entity whatsoever, other than from the Company, save for a
monetary consideration receivable from his former place of employment with
respect to the matters set out at the end of paragraph 5 hereof.
8. The Employee shall give immediate notice to the Company with respect to any
matter with which he or any member of his family has any connection and in
relation to which could be likely to raise any concern as to the presence of a
conflict of interest between him and the Company.
9. The Employee shall maintain confidentiality with regard to all information of
a confidential nature of the Company, which may be passed on to him or which may
reach him during the period of his employment with the Company, shall not
transmit the same to any person and shall not make any use thereof other than
solely for the purposes of the Company or as directed by it.
Confidential information or Company confidentiality for the purposes of
this paragraph shall be deemed to be any knowledge or information belonging to
the Company or connected therewith, other than that which is common knowledge,
including information belonging to the Company relating to knowledge of a
professional, technical, financial or commercial nature, or its business plans
or trading programs or its contractual arrangements with suppliers, distributors
or customers.
This obligation shall be applicable to the Employee both during the period
of his employment with the Company as well as once the employment relationship
with the Company shall have come to an end for any reason whatsoever, and for as
long as the information shall not have become public property other than as a
result of any act or omission on the part of the Employee.
For a period of 12 months from the date upon which the employment
relationship between the Employee and the Company shall have come to an end for
any reason whatsoever, or in the event of the Company having exercised its right
in accordance with paragraph 22 hereunder - from the actual date of the
cessation of the Employee's employment, the Employee shall not be entitled to be
employed by or to be connected, either directly or indirectly, whether as a
salaried employee, as a self-employed person, as a partner, as a shareholder, as
a consultant, as a director or in any other form, with any entity which is in
competition with the Company.
Furthermore the Employee shall not be entitled, during the aforesaid
period, to make use of any connections with customers or suppliers of the
Company or trading or professional connections of the Company, which had been
created or utilized within the scope of his employment with the Company, and he
shall not be entitled to engage any of the employees of the Company which he had
come to know during the period of his employment with the Company.
Scope and Hours of Work
10. (a) The regular working week of the Company consists of five working days
(Sunday to Thursday).
(b) The Employee shall make himself available to the Company during
regular working hours as well as in excess thereof in any place either in Israel
or abroad as may be required, and as shall be requested under the conditions of
employment and according to the dictates of the function.
(c) The Employee declares that he is aware that his function within the
Company is such as to require a special measure of personal trust and his hours
of work shall be such as the demands of his function shall dictate, and
accordingly the Hours of Work and Rest Law 1951 shall not be applicable with
respect to his engagement by the Company.
18
The Employee has drawn to the attention of the Company that he
observes the Sabbath and Festival Days and the Company agrees and hereby
confirms that it shall not require that the Employee shall offer his services to
the Company on the days or times which are considered as being sabbatical
according to the Jewish religion.
Without derogating from the generality of the foregoing, it is made
clear to the Employee that it is likely that he will be required to work
"overtime" or to be occupied during "the period of weekly rest" without being
entitled by reason thereof to "overtime pay" or to any "period of weekly rest
pay" (as these terms are defined in the foregoing Law), and that it correctly
assumes that he will assent positively to each such requirements as aforesaid.
The Employee acknowledges that in the monthly remuneration to which he is
entitled under this contract, there is on this account appropriate consideration
for his working "overtime" and during "the period of weekly rest".
Undertakings of the Company
11. In consideration for the fulfillment by the Employee of his obligations in
accordance with this contract, he shall be entitled to receive from the Company
the monthly salary, bonuses, leave and benefits, as set forth in paragraphs 12,
13 and from 15 to 20 hereunder (hereinafter called "the Consideration").
The foregoing Consideration covers all the payments, benefits, enjoyments
and ancillary rights to which the Employee shall be entitled with respect to his
employment with the Company.
It is made clear, and the Employee is aware, and it is agreed between the
parties, that the Consideration in accordance with this contract has been
determined on the basis of the assumption and the agreement that it fully covers
all his entitlements in connection with his employment with the Company and upon
the termination thereof, and that the Company shall have no further expense in
connection with the engagement of the Employee in addition to that which is
expressly set forth in this contract. It is agreed that should it be determined
by any competent judicial body that any consideration or right whatsoever is due
to the Employee over and above the entitlements accorded to him by virtue of
this contract, the entitlements included in this contract which are in excess of
those due to the Employee by operation of law, shall be retrospectively
cancelled and the Employee shall be obliged to refund to the Company the
difference between the entitlements paid to him in accordance with the contract
and those entitlements which became due to him by operation of law.
Salary
12. (a) The inclusive monthly salary (gross) which shall be payable to the
Employee on the date of commencement of his employment shall be an amount equal
to $12,000 in New Israeli Shekels in accordance with the representative rate of
the dollar as published immediately prior to the date of payment of the monthly
Salary (hereinafter called "the Salary").
(b) The Salary of the Employee shall be linked to the representative rate
of the United States dollar as shall be published from time to time by the Bank
of Israel (hereinafter called "the Representative Rate"). The Salary shall be
revised accordingly at the beginning of each month in accordance with the most
recently published Representative Rate as at the date of payment of the Salary.
The base Representative Rate for the purposes of the calculation of the linkage
under this paragraph shall be the most recent Representative Rate prior to the
commencement of the employment of the Employee - NIS 3.582 to the $1.
In addition to the foregoing, the Salary of the Employee shall be
revised once per annum on the first day of the month following the date upon
which the annual rate of inflation shall have been published in the United
States, to the extent of the annual rate of inflation in the United States for
the previous financial year. The linkage to the annual rate of inflation in the
United States as heretofore set out shall be in substitution of any cost of
living supplements paid in accordance with the relevant general collective
agreements, and the linkage as aforesaid shall be regarded as being on account
of such cost of living supplements.
(c) Once per annum and after publication of the annual balance sheet, the
Management of the Company shall investigate the possibility of altering or
revising the Salary. The manner of such investigation shall be based upon an
evaluation of the Consideration of the Employee and his qualifications and on
the state of the Company.
(d) The Employee shall be entitled to twelve Salary payments per annum.
19
(e) From the amounts payable to the Employee income tax, national
insurance and any tax or other payment which shall be due from time to time on
any amount payable by an employer to an employee, shall be deducted, all as
shall be prescribed by law and/or in the relevant regulations and subject to the
provisions of this contract.
Annual Leave
13. (a) The quota of annual days of leave to which the Employee shall be
entitled is one month during each year of employment.
(b) The dates of leave shall be coordinated with the managing director of
the Company, while taking into consideration to such extent as is possible, the
wishes of the Employee and his needs.
(c) The Employee shall be entitled to accumulate leave up to a maximum
number of days leave due on account of three years of employment. Where the
Employee has available to him additional days of leave beyond those which he is
permitted to accumulate, the Employee shall be entitled to redeem such leave. In
the event of the redemption of such days of leave, the tax chargeable shall be
deducted and shall be remitted to the tax authorities.
(d) Upon termination of the employment relationship, the Company shall pay
a redemption in an amount equivalent to the remuneration which had been due to
the Employee for the days of leave which had not be utilized during the period
of his employment with the Company.
Military Reserve Duty
14. (a) The Employee shall be obliged to give notice to the Company as soon as
possible as to any call up for military reserve duty, and at the request of the
Company the Employee shall sign any application form for the deferment of such
military reserve duty.
(b) The Company shall pay to the Employee for the period of his military
reserve duty the full remuneration as though he had been working in the ordinary
course.
(c) The Employee shall be obliged to pass on to the Company all
verifications for the purpose the collection of recompense for military reserve
duty from the National Insurance Institute, as well as any amount which shall
have been received from any other entity whatsoever with respect to military
reserve duty.
Sick Leave
15. (a) The monthly Salary shall be payable even though the Employee may have
been compelled to be absent from work by reason of illness, for a period not
exceeding 30 days of illness per annum.
(b) In the event of an absence by reason of illness, the Employee shall be
obliged to notify the Company as soon as possible as to such illness and as to
the estimated period of his absence, and to furnish the Company with
certificates relating to such illness upon his return to work.
Vehicle, Telephone and Newspapers
16. (a) The Company shall place at the disposal of the Employee a vehicle, as
shall be agreed between him and the general manager of the Company, the price of
which shall not be in excess of the sum of NIS __________, and a mobile
telephone device, and shall bear all the costs of the maintenance thereof, both
fixed and variable, including on going maintenance, insurance, duties and
various taxes.
[Handwritten margin note] The matter of the vehicle shall be agreed between both
parties as soon as possible.
The Company shall gross up the tax due by the Employee as a result
of the vehicle and mobile telephone being placed at his disposal. For the sake
of clarity, it is hereby recorded that the Company shall not bear any fines
imposed him with respect to the vehicle as aforesaid.
20
(b) The Company shall bear for at its expense the maintenance and use
costs of the telephone at the home of the Employee. In order to avoid any doubt
it is hereby agreed that the Company shall not gross up the tax due by the
Employee with respect to the matters provided for in this sub paragraph.
(c) The Company shall take out a subscription to the "Ha'Aretz" and
"Globes" newspapers on behalf of the Employee.
Reimbursement of Board and Lodging Expenses
17. The Company shall reimburse the Employee with respect to board and lodging
expenses and other expenses incurred during the course of the fulfillment of his
function in pursuance of periodic returns to which the appropriate documentation
has been attached, according to such Company procedure as shall be in effect
from time to time.
Convalescence Payments
18. The Company shall make convalescence payments to the Employee with respect
to 13 days of convalescence per annum in accordance with the daily convalescence
tariff payable at the Bank Hapoalim. Such convalescence payments shall be made
once per annum in the Salary for the month .................as is customary with
the Company.
Advanced Studies Fund
19. The Company shall make a monthly payment with respect to the Employee to an
advanced studies fund of his choice being 7.5% of the monthly Salary as defined
in paragraph 11 hereof, and at the same time an amount equivalent to 2.5% of the
monthly Salary shall be deducted from the remuneration of the Employee, subject
to the rules of the fund and to the provisions of the Income Tax Ordinance
having reference.
The Company shall gross up the tax due by the Employee as a result of the
difference between the level of the payments to be remitted in accordance with
the pro rata share of his Salary as compared with the permitted ceiling in
accordance with the income tax regulations as prescribed from time to time.
Upon the termination of the employment of the Employee with the Company
for any reason whatsoever, the Company shall procure the transfer of the rights
and the release of all monies contained in the advanced studies fund to and in
favor of the Employee.
Management Insurance, Benefits and Loss of Capacity
20. (a) The Company shall insure the Employee under management insurance or
under any other form of insurance as the Employee may elect.
(b) The Company shall every month pay an amount equivalent to 13 1/3rd %
of the Salary as defined in paragraph 11 hereof for the insurance set forth in
sub paragraph (a), of which 5% shall be with respect to benefits and 8 1/3rd %
shall be with respect to severance pay, while an amount equivalent to 5% of the
Salary, being the share of the Employee with respect to benefits, shall be
deducted every month and remitted to the insurance company.
(c) In addition to the payments under sub paragraph (b) the Company shall
every month pay 2 1/2 % of the Salary with respect to loss of earning capacity
insurance.
(d) The Company undertakes that during the whole period of the engagement
of the Employee by it, a full management insurance policy shall be provided,
that is to say, during the whole period it shall comprise an amount of money
which shall not be less than the equivalent of the most recent Salary of the
Employee under such circumstances that it multiplies by the number of his years
of service in the Company. For the sake of clarity it is recorded that the
provisions of this paragraph shall also apply with respect to the allocation of
benefits.
21
The Company undertakes to pay to the Employee the difference -
should there be any such - between the amounts which the Company sets aside with
respect to severance pay as undertaken for the period of the employment of the
Employee with the Company together with the linkage differentials and profits on
such amounts set aside, and the amount of the severance pay which would have
been due to the Employee in accordance with the Severance Pay Law 1963.
(e) The insurance policy in the name of the Employee shall be owned by the
Company, and shall be transferred into the ownership of the Employee in the case
of the termination of the employment relationship, save in the event that the
employment relationship shall have been brought to an end under stringent
circumstances including a breach of trust or should the Employee be convicted of
an offense involving disgrace, in which event the Company shall be entitled to
deny the Employee the amounts accumulated under the policy on account of
severance pay.
(f) The Employee agrees that the setting aside by the Company as
heretofore set forth in this paragraph shall be in substitution of severance pay
as provided for in section 14 of the Severance Pay Law 1963.
Termination of the Employment Relationship
21. The Company and the Employee shall be entitled to terminate the employment
relationship at any time upon prior notice. During the course of the first year,
the period of prior notice shall be two months. Any variation with respect to
the duration of the period of prior notice in the second year and thereafter
shall be by agreement in writing between the parties.
22. The Company shall be entitled to waive its de facto employment of the
Employee during the prior notice period, either in its entirety or in part, and
the Company shall also be entitled to terminate the employment relationship
forthwith provided that it pays to the Employee the prior notice consideration.
23. Upon the employment relationship between the Employee and the Company being
brought to an end, for any reason whatsoever, the Employee shall be obliged to
hand over the office held by him in an orderly form to any person to whom the
Company shall so direct, and to deliver to the Company all the documentation,
information, equipment and material which had reached him or had been prepared
by him in connection with his employment.
24. In the event that the employment relationship shall be brought to an end
under circumstances of a breach of trust or in the event that the Employee shall
have been convicted of an offense involving disgrace, the entitlement of the
Employee to prior notice and to severance pay shall be denied to him.
25. In the event of discharge other than in the circumstances referred to in
paragraph 24 hereof, the Company shall continue to pay to the Employee his
Salary for a period of adaptation of four (4) months, this being over and above
the period of prior notice as set forth in paragraph 21 hereof.
For the purposes of the computation of the prior notice consideration for
the period of adaptation, all the bonuses and the social benefits, apart from
the remuneration, shall be taken into account as though the Employee was
continuing to be employed by the Company.
General Provisions
26. Any payment due to the Employee by the Company under this Agreement shall be
subject to the deduction therefrom of any tax or other compulsory payment which
may be due by reason thereof according to law.
27. The terms of the contractual arrangements as set forth in this Agreement are
personal and confidential.
28. The provisions of this Agreement entered into force with effect from 1st
March 1998.
29. (a) The addresses of the parties are those as indicated in the preamble to
this Agreement, or any different address concerning which either party shall
have been notice thereof to the other.
22
(b) Any notice sent by either party to the other to the foregoing
addresses shall be considered to have reached its destination within 7 days from
the date on which it had been dispatched by registered post.
In witness whereof the parties have affixed their signatures:
"signed" "signed"
Ampal Industries (Israel) Ltd. Xxxxxx Meichor
23
