Exhibit 10.4
EMPLOYMENT AGREEMENT- ISRAEL OHANA
February 9, 2000
To: Israel Ohana
Employment Offer
----------------
We are pleased to offer you a full time position with E.S.C. Medical
Systems Ltd. as a Vice President R&D. In this position you will report to
the CEO.
Your monthly salary and additional employment conditions are detailed
herewith:
1. Your starting working date with ESC/Sharplan will be 1 March, 2000.
Notification of termination of contract (either by you or by the
Company) will be given, in writing, 3 months in advance.
2. Your global salary will be $10,000 per month.
3. A bonus of one monthly salary (Gross) will be paid to you on 1
March, 2000.
4. You are entitled to the following social benefits:
1. You will be entitled to 22 days of paid annual vacation. (Based on
a five working days per week);
2. Sick leave - according to the Company Sick Leave Policy;
3. You will be entitled to join the Managers' Insurance Policy
(Bituach Minahalim) according to the terms offered by the Company
to its employees. This includes deductions by both Employer and
Employee as follows:
8.33% - To be paid by Employer as Severance Pay.
Employer will pay for loss of working ability, according to Company
Policy;
5.0% - To be paid by Employer as Compensatory payment.
5.0% - To be paid by Employee as Compensatory payment;
4. You will be entitled to join the Education Fund (Keren Hishtalmut)
according to the terms offered by the Company to its employees:
1
2.5% - employee's payment;
7.5% - employer's participation;
The amounts paid by both Employer and Employee that will surpass
the maximal amount decided upon, from time to time, by the Income
Tax Authorities will be considered as an additional Income.
5. You will be entitled to a Company car, as customary for all
Company's V.P.'s you will pay, from your gross salary, the amount
dictated by the Tax authorities.
5. You will be entitled to join the stock Options plan for senior
employees. You will get 30,000 options for the year 2000 at an
exercise price of $5.0625 per unit. Date of exercise will be
1.2.2001. In addition, you will be entitled to 80,000 additional
options for the years 2001-2004. (25% each year) at the price of $
9.75 per unit. Date of exercise: 1.2.01, 1.2.02, 1.2.03, 1.2.04,
1.2.05 accordingly. Your stock options' plan requires the approval
of the Board of Directors of the company.
6. You will be entitled to a yearly bonus of up to 5 monthly salaries
(Gross), following your personal performance, completion of
milestones and the Company's performance.
7. In case Employer - Employee relations are terminated by the
employer before one of the periods mentioned above, you will be
able to exercise your options correspondingly to the proportionate
period of your work with the company during this year.
8. Any new invention, product, component, procedure, technology, etc.,
whether they may be registered or not, which are the outcome of
your work or the work of others in the company are the sole
property of the company.
9. You must sign a confidentiality and prevention of competition
agreement, according to company policy.
10. The company's policies and procedures as they will be published
from time to time will be an inseparable part of this employment
agreement. In the event that a contradiction arises between the new
procedures and the terms of this offer, the new procedures will be
the binding version from their date of publication.
2
11. This offer will be considered a personal and confidential
employment agreement between yourself and the company. Detailed
explanations regarding your employment will be given to you by our
Human Resources Department. We believe that our success depends on
the valuable human resources at ESC Medical Systems Ltd., and that
using your talents and efforts to participate in the general effort
is the key to our success.
We are looking forward to having you join ESC Medical Systems Ltd.
Sincerely yours,
Xxxxx Xxxxxx
CEO
______________________________________________________________________________
I have read this offer carefully. I agree to all the terms and conditions
herein, and to fulfil them as specified.
I am aware that the salary conditions offered herein and in the future as
long as I am employed by the Company, are confidential and I am bound to
keep them so.
March 1, 2000
-------------- ---------------------------------
Date Employee's Signature
3
ESC Medical Systems Ltd
Yokneam
-------
Subject: Non Disclosure Agreement
------------------------
I, the undersigned, hereby declare, confirm and undertake the following:
1. To guard total and absolute professional secrecy with regard to all
Company's activities, including and without limitation all
commercial and technical secrets, existing products and products in
development, ideas, technologies, production processes including
customers, suppliers, marketing methods and plans, extent of
activities, orders' receipt, maintenance, inventions, product
plans, Company's working procedures and any other information
related and/or derived directly and/or indirectly from the
Company's activity, all the above mentioned shall be kept during my
employment by you and at all times.
2. I shall not disclose, reveal nor publish, myself and/or through
other means and parties and/or anonymously the contents of
documents, reports or information of any kind that shall be known
to me, directly and/or indirectly, following my employment with
your Company.
3. I acknowledge and agree that all commercial and/or professional
and/or technical information, and any invention, formulas,
discovery, development or experimental work including working
methods, the origin of all the above mentioned is the Company,
derived from my employment with you and/or from other employees'
work in the Company are the sole and exclusive property of the
Company.
4. I agree to keep in complete secrecy the commercial relations of the
Company and all other issues and activities of the Company
including Corporations, private people and other companies with
whom the Company has professional and/or commercial relations.
5. I agree to abstain from all activities that can damage the
interests of the Company during my period of employment with the
Company and at all times after this period is terminated, all this
in addition and not conflicting with all other directive mentioned
in this Non Disclosure Agreement.
6. My above mentioned commitment refers both to my period of
employment by the Company and at all times after this period is
terminated.
7. I hereby agree not to compete with the Company and not to act in
any manner and/or method that can compete and/or might compete with
the Company's activities, and for this purpose I commit myself not
to engage in any of the Company's activity areas, all of them
and/or part of them for the period of at least 24 months from the
date of the termination of my employment with the Company.
I am aware, and I agree that the Company has the total right to claim from
me any damages monies following my breech of commitment to you, all of them
or part of them as mentioned above, in addition and without damaging any
other right the Company has, including the right to terminate my employment
with you at any time with no right to severance pay and I agree in advance
and waive any claim against termination of employment without Severance Pay
in the circumstances described above, as my breech of commitment, all
and/or part of them, towards the Company following this Non Disclosure
Agreement is a fundamental breech of my employment contract with the
Company.
1
Name of Employee:_______________ Name of witness_____________
Employee's Signature:___________ Witness' Signature:_________
Date: March 1, 2000 Date:_______________________
2
