Exhibit 10.17
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 1 of: 11
--------------------------------------------------------------------------------
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of
February 28, 2007 (the "Effective Date"), by and between Protalix Ltd., a
company organized under the laws of the State of Israel (the "Company") and
Xxxxx Xxxx, Israel Identification No. 058470949 (the "Employee") (each of the
Company and Employee shall be referred to herein, as a "Party" and collectively,
the "Parties").
WHEREAS, the Company is engaged, inter alia, in the research and development of
proteins and expression thereof in plant cells cultures; and
WHEREAS, the Company desires to employ the Employee in the position of
Company's Vice President of Operations, ("VP Operations") and the
Employee desires to be employed by the Company in such position, on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, based on the representations contained herein and in
consideration of the mutual promises and covenants set forth herein, the Parties
agree as follows:
1. Employment.
1.1. Commencing as of the Effective Date, the Company shall employ the Employee
in the position of VP Operations, reporting to the Chief Executive Officer
of the Company ("CEO"). The Employee will serve as part of the executive
management team.
1.2. The Employee's duties and responsibilities shall be those duties and
responsibilities customarily performed by a VP Operations of a company, as
may be determined from time to time by the CEO. These will include, inter
alia, the following:
o Supervision over Manufacturing
o Set up and operation of new and current facilities
o Supervision over Information Technology and administration
o (Supervision over QA, pending US regulatory consultant
recommendation)
The Employee shall be employed on a full-time basis. The Employee shall
devote his full and undivided attention and full working time to the
business and affairs of the Company and the fulfillment of his duties and
responsibilities under this Agreement During the term of this Agreement
the Employee shall not be engaged in any other employment nor engage in
any other business activity or render any services, with or without
compensation, for any other person or entity.
The Employee shall notify the Company immediately of any event or
circumstance which may hinder the performance of his obligations hereunder
or result in the Employee having a conflict of interest with his position
with the Company.
1
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 2 of: 11
--------------------------------------------------------------------------------
1.3. The Employee acknowledges that the Company's facilities are located in
Carmiel and that he will be required to attend such facilities. Employee
further acknowledges and agrees that the performance of his duties
hereunder may require significant domestic and international travel at the
Company's request.
1.4. It is agreed between the Parties that the position that Employee holds
within the Company is a management position, which demands a special level
of loyalty and accordingly the Work Hours and Rest Law (1951) shall not
apply to Employee's employment by the Company and this Agreement. The
Employee further acknowledges and agrees that his duties and
responsibilities may entail irregular work hours and extensive traveling
in Israel and abroad, for which he is adequately rewarded by the
compensations provided for in this Agreement. The Parties confirm that
this is a personal services contract and that the relationship between the
Parties shall not be subject to any general or special collective
bargaining agreement or any custom or practice of the Company in respect
of any of its other employees or contractors.
1.5. Without derogating from anything in this Agreement, the Employee further
acknowledges that he has been provided with a copy of the policies adopted
by the Parent Company titled: "Code of Business Conduct and Ethics",
"Xxxxxxx Xxxxxxx Policy" and "Pre-clearance and Blackout Policy" and
undertakes to comply and perform his duties and obligations hereunder in
accordance with the provision of such policies.
2. Salary and Employee Benefits.
In full consideration of Employee's employment with the Company, commencing as
of the Effective Date, the Employee shall be entitled to the following payments
and benefits, it being understood and agreed that any Salary-based benefits
shall be calculated exclusively on the basis of the base Salary (without
consideration to any other benefit). All and any payment and benefit herein are
subject to the approval by the compensation committee of Protalix
BioTherapeutics Inc., the parent company of the Company (the "Parent Company"):
2.1. Salary. The Company shall pay the Employee a gross salary of NIS 45,000
per month (the "Salary") . The Salary will be adjusted from time to time
in accordance with the Cost of Living Index ("Tosefet Yoker") as may be
required by law. The Salary shall be payable monthly in arrears and shall
be paid to the Employee in accordance with Company's policy.
2.2. Bonuses.
2.2.1 Bonus upon Achievement of Significant Milestones.
The Company shall grant the Employee a bonus upon achievement of a
significant milestone by the Company, The Company and the Employee will
determine such milestones and subsequent grant such bonus. Without
limiting such Company's sole discretion, Employee's contribution to the
achievement of such a significant milestone shall serve as a key factor in
Company's determination as aforesaid.
2
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 3 of: 11
--------------------------------------------------------------------------------
2.3. Options. Employee shall be entitled to an option (the "Option") to
purchase 204,351 shares of common stock, par value US$0.001 per share of
the Parent Company ("Shares") representing approximately 0.25% of the
outstanding shares of the Parent Company. The Option shall be granted
under the Parent Company's 2006 Israeli Stock Option Plan (the "Plan"),
subject to the approval of the Option by the Board of Directors or the
compensation committee of the Parent Company (the "Administrator") and the
approval of the Plan by the Israeli Tax Authorities. The Option shall be
further subject to the following additional terms and conditions: (i)
vesting over a period of four (4) years as follows: one fourth of the
Option shall vest upon the lapse of one year from the date of grant of the
Option (the "Initial Vesting Date"). The remainder of the Option shall
vest on a quarterly basis in twelve equal installments, commencing on the
Initial Vesting Date;
(ii) a purchase price per Share to be determined by the Administrator; and
(iii) the execution of the standard option agreement under the Plan.
2.4. Manager's Insurance. The Company shall insure the Employee under a
Manager's Insurance Policy, including insurance in the event of illness or
loss of capacity for work (the "Policy"), and shall pay a sum of up to an
aggregate of 15.83% of the Salary towards the Policy, of which (i) 8.33%
shall be on account of severance compensation, which shall be payable to
the Employee upon severance, in accordance with the provisions of this
Agreement; (ii) 5% of the Salary on account of pension fund payments; and
(iii) up to 2.5% of the Salary on account of disability pension payments.
The Company shall deduct 5% from the Salary to be paid on behalf of the
Employee towards the Policy. The Employee may extend an existing policy or
plan and incorporate it into the Policy, at his discretion.
The Company and the Employee agree and acknowledge that in the event the
Company transfers ownership of the Policy or the right to receive such
policy to the Employee, then such transfer shall be credited against any
obligation that the Company may have to pay severance pay to the Employee
pursuant to the Severance Pay Law - 1963 (the "Severance Pay Law").
Employee agrees that the payments by the Company to the Policy in
accordance with the terms hereof, shall be instead of any statutory
obligation of the Company to pay severance pay to the Employee, and not in
addition thereto, all in accordance with Section 14 of the Severance Pay
Law. The Parties hereby adopt the General Approval of the Minister of
Labor and Welfare, on Employers' Payments to Pension Funds and Insurance
Policies Instead of Severance Pay According to Section 14 of the Severance
Pay Law, attached hereto as Exhibit A.
The Company hereby waives its right to a refund of payments it made to the
Policy, except: (i) in the event that Employee's right to severance pay
was denied by a final judgment pursuant to Section 16 or 17 of the
Severance Pay Law (in which case Company shall only be entitled to a
refund of such funds to the extent that severance pay was denied); or (ii)
in the event that the Employee withdrew monies from the Policy (other than
by reason of an "Entitling Event", i.e. death, disability or retirement at
or after the age of sixty (60)).
3
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 4 of: 11
--------------------------------------------------------------------------------
2.5. Vocational Studies. The Company shall open and maintain a "Keren
Hishtalmut" Fund for the benefit of the Employee (the "Fund"). The Company
shall contribute to such Fund an amount equal to 7-1/2% of the Salary and
the Employee shall contribute to the Fund an amount equal to 2-1/2% of the
Salary. The Employee hereby instructs the Company to transfer to the Fund
Employee's contribution from the Salary. Upon termination of this
Agreement by either Party, other than termination by the Company for
Cause, the Company shall assign and transfer to the Employee the ownership
in the Fund.
2.6. Vacation. The Employee shall be entitled to annual paid vacation of 24
working days. Subject to applicable law, up to two (2) years' equivalent
of vacation days may be accumulated and may, at the Employee's option,
upon thirty (30) days' prior written notice to the Company, be converted
into cash payments in an amount equal to the proportionate part of the
Salary for such days.
Employee shall coordinate in advance with the CEO the dates of the
vacation hereunder.
2.7. Sick Leave. The Employee shall be entitled to fully paid sick leave
pursuant to the Sick Pay Law (1976).
2.8. Annual Recreation Allowance (Dme'i Havra'a). The Employee shall be
entitled to annual recreation allowance of 14 days per each full year of
employment.
2.9. Company Car.
(a) The Company shall provide the Employee with a Company car (the
"Company Car"), as determined by the CEO, at his discretion, which
car shall be categorized "Group 4". The Company Car shall be placed
with the Employee for his business and personal use. Employee shall
take good care of the Company Car and ensure that the provisions of
the insurance policy and the Company's rules relating to the Company
Car are strictly, lawfully and carefully observed.
(b) Subject to applicable law, the Company shall bear all fixed and
ongoing expenses relating to the Company Car and to the use and
maintenance thereof, excluding expenses incurred in connection with
any violations of law, which shall be paid solely by Employee.
Employee shall bear any and all taxes applicable in connection with
said Company Car and the use thereof, in accordance with applicable
income tax regulations. All such expenses borne by the Company
pursuant to this Section 2.9(b) are included in the Salary.
(c) Upon the termination of employment hereunder, the Employee shall
return the Company Car (together with its keys and any other
equipment supplied and/or installed therein by Company and any
documents relating to the Company Car) to the Company's principal
office. Employee shall have no rights of lien with respect to the
Company Car and/or any of said equipment and documents.
2.10. Telephone. The Company shall furnish, for the use of the Employee, a
cellular telephone (the "Company Phone"), and shall bear all the costs and
expenses associated with the use of the Company Phone. The Company will
bear the tax applicable to the use of the Company Phone by the Employee,
according to applicable law. All such costs, expenses
4
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 5 of: 11
--------------------------------------------------------------------------------
and tax payments borne and payable by the Company pursuant to this Section
2.10 are included in the Salary. The provisions of Section 2.9(c) above
shall apply to the Company Phone, mutatis mutandis.
2.11. Certain Reimbursements. The Employee shall be entitled to full
reimbursement from the Company for reasonable expenses incurred during the
performance of his duties hereunder up to a limit of NIS 1,500 per month,
upon submission of substantiating documents, according to the Company's
policy. The reimbursement of any expenses in excess of the foregoing limit
shall require the prior approval of the CEO.
2.12. Taxes. The Employee will bear any tax applicable on the payment or grant
of any of the above Salary and/or benefits, according to the then
applicable law. The Company shall be entitled to and shall deduct and
withhold from any amount or benefit payable to the Employee, any and all
taxes, withholdings or other payments as required under any applicable
law.
3. Confidentiality
3.1. The Employee hereby agrees that he shall not, directly or indirectly,
disclose or use at any time any trade secrets or other confidential
information of any type or nature, whether patentable or not, of the
Company, its subsidiaries, affiliates or parent company now or hereafter
existing, including but not limited to, any (i) processes, formulas, trade
secrets, copyrights, innovations, inventions, discoveries, improvements,
research or development and test results, specifications, data, patents,
patent applications and know-how of any type or nature; (ii) marketing
plans, business plans, strategies, forecasts, financial information,
budgets, projections, product plans and pricing; (iii) personnel
information, salary, and qualifications of employees; (iv) agreements,
customer and supplier information, including identities and product sales
forecasts; and (v) any other information of a confidential or proprietary
nature (collectively, "Confidential Information"), of which the Employee
is or becomes informed or aware during the employment, whether or not
developed by the Employee, it being agreed that for purposes of this
Section 3.1, the term Confidential Information shall not include
information that has entered into the public domain through no wrongful
act by Employee. Upon termination of this Agreement, or at any other time
upon request of the Company, the Employee shall promptly deliver to the
Company all physical and electronic copies and other embodiments of
Confidential Information and all memoranda, notes, notebooks, records,
reports, manuals, drawings, blueprints and any other documents or things
belonging to the Company, and all copies thereof, in all cases, which are
in the possession or under the control of the Employee.
3.2. Employee hereby acknowledges and that all Confidential Information and any
other rights in connection therewith are and shall at all times remain the
sole property of the Company.
4. Non-Competition and Non-Solicitation
4.1. The Employee agrees and undertakes that he will not, for so long as this
Agreement is in effect and for a period of one (1) year thereafter (the
"Non-Competition Period"), directly compete or to assist others to
directly compete with the business of the Company,
5
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 6 of: 11
--------------------------------------------------------------------------------
as currently conducted and as conducted and/or proposed to be conducted
during the Non-Competition Period.
4.2. The Employee further agrees and undertakes that during the Non-Competition
Period, he will not directly solicit any business which is similar to the
Company's business from individuals or entities that are customers,
suppliers or contractors of the Company, any of its subsidiaries,
affiliates or parent company during the Non-Competition Period, without
the prior written consent of the CEO.
4.3. The Employee further agrees and undertakes that during the Non-Competition
Period, without the prior written consent of the CEO, he will not employ,
offer to employ, or in any way directly or indirectly solicit or seek to
obtain or achieve the employment by any business or entity of any person
employed by either the Company, its subsidiaries, affiliates, parent
company or any successors or assigns thereof during the Non-Competition
Period.
4.4. The Parties hereto agree that the duration and area for which the
covenants set forth in this Section 4 are to be effective are necessary to
protect the legitimate interests of the Company and its development
efforts and accordingly are reasonable, in terms of their geographical and
temporal scope. In the event that any court determines that the time
period and/or area are unreasonable and that such covenants are to that
extent unenforceable, the Parties hereto agree that such covenants shall
remain in full force and effect for the greatest period of time and in the
greatest geographical area that would not render them unenforceable. In
addition, the Employee acknowledges and agrees that a breach of Sections
3, 4 or 5 hereof, shall cause irreparable harm to the Company, its
subsidiaries, affiliates and/or parent company and that the Company shall
be entitled to specific performance of this Agreement or an injunction
without proof of special damages, together with the costs and reasonable
attorney's fees and disbursements incurred by the Company in enforcing its
rights under Sections 3, 4 or 5. The Employee acknowledges that the
compensation and benefits he receives hereunder are paid, inter alia, as
consideration for his undertakings contained in Sections 3, 4 and 5.
5. Creations and Inventions
5.1. The Company shall be the sole and exclusive owner of any Inventions (as
defined below), and Employee hereby assigns to the Company any and all of
his rights, title and interest in such intellectual property free and
clear of any third parties rights. The Employee shall inform the Company
of any Invention relating to the Company's technology, its applications
components or any intellectual property relating thereto, and shall
execute any necessary assignments, patent forms and the like and will
assist in the drafting of any description or specification of the
Invention as may be required for the Company's records and in connection
with any application for patents or other forms of legal protection that
may be sought by the Company. The Employee shall treat all information
relating to any Invention as Confidential Information according to Section
3 above.
5.2. Without limiting the foregoing, "Inventions" shall include any and all
intellectual property, including without limitation, ideas, inventions,
processes, formulas, source and object codes, data, programs, know how,
improvements, discoveries, designs,
6
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 7 of: 11
--------------------------------------------------------------------------------
techniques, trade secrets, patents and patents applications, copyrights,
mask work and any other intellectual property rights throughout the world,
generated, produced, reduced to practice, or developed by Employee during
or in connection with his employment by the Company.
5.3. The Company's rights under this Section 5 shall be worldwide, and shall
apply to any such Invention notwithstanding that it is perfected or
reduced to specific form after the Employee has ceased his services
hereunder.
6. Term and Termination.
6.1. This Agreement shall be in effect commencing as of the Effective Date and
shall continue in full force and effect for an undefined period, unless
and until terminated by either Party by sixty (60) days prior written
notice to the other Party. Each of such prior notice periods shall be
referred to as the "Notice Period", as applicable.
6.2. Notwithstanding anything to the contrary herein, the first month of
employment hereunder shall be a trial period and therefore this Agreement
may be terminated by either party effective immediately and without need
for prior written notice.
6.3. Notwithstanding anything to the contrary herein, the Company may terminate
this Agreement in the event of the inability of the Employee to perform
his duties hereunder, whether by reason of injury (mental or physical),
illness or otherwise, incapacitating the Employee for a period exceeding
90 days.
6.4. Notwithstanding anything to the contrary herein, the Company may terminate
this Agreement at any time, effective immediately and without need for
prior written notice, and without derogating from any other remedy to
which the Company may be entitled, for Cause.
For the purposes of this Agreement, the term "Cause" shall mean: (i) a
material breach by Employee of this Agreement; (ii) any breach by Employee
of his fiduciary duties or duties of care to the Company; (iii) Employee's
dishonesty or fraud or felonious conduct; (iv) Employee's embezzlement of
funds of the Company; (v) any conduct by Employee, alone or together with
others, which is materially injurious to the Company, monetary or
otherwise; (vi) Employee's gross negligence or willful misconduct in
performance of his duties and/or responsibilities hereunder; (vii)
Employee's disregard or insubordination of any lawful resolution and/or
instruction of the CEO with respect to Employee's duties and/or
responsibilities towards the Company; (viii) the occurrence of an event or
circumstance which may result in the Employee having a conflict of
interest with his position with the Company, without Employee having
notified the Company thereof, as provided herein; (ix) any breach by
Employee of his confidentiality undertakings to the Company; or (x) any
consequences which would entitle the Company to terminate Employee's
employment without severance payments under the Severance Pay Law.
6.5. The Employee shall cooperate with the Company and assist the integration
into the Company's organization of the person or persons who will assume
the Employee's responsibilities, pursuant to Company's instructions. At
the option of the Company, the
7
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 8 of: 11
--------------------------------------------------------------------------------
Employee shall, during such period, either continue with his duties or
remain absent from the premises of the Company, subject to applicable law.
At any time during the Notice Period, the Company may elect to terminate
this Agreement and the relationship with the Employee immediately,
provided, that Employee shall be entitled to all payments and other
benefits due to him hereunder as he would have been entitled to receive
for the remaining period of the Notice Period.
6.6. Upon termination of Employee's employment with the Company hereunder, for
any reason whatsoever, the Company shall have no further obligation or
liability towards the Employee in connection with his employment as
aforesaid. The Company may set-off any outstanding amounts due to it by
Employee against any payment due by the Company to the Employee, subject
to applicable law. Without limiting the generality of the foregoing, in
the event that Employee fails to comply with his prior notice or other
obligations hereunder or under applicable law, the Company shall be
entitled to set-off any amount to which Employee would have been entitled
during the Notice Period, from any payment due by the Company to the
Employee, all without prejudice to any other remedy to which the Company
may be entitled pursuant to this Agreement or applicable law.
6.7. The provisions of Sections 2.9(c), last sentence of Section 2.10, Sections
3, 4, 5, 6.6, 6.7 and 8.4 and any provision of the policies specified in
Section 1.5 that by its terms survives the termination of employment shall
survive the termination or expiration of this Agreement for any reason
whatsoever. The provisions of the last sentence of Section 2.5 shall
survive the termination of this Agreement subject to the terms set forth
in such sentence.
7. Notices.
7.1. Any and all notices and communications in connection with this Agreement
shall be in writing, addressed to the parties as follows:
If to the Company: Protalix Ltd.
0 Xxxxxx Xxxxxx, XXX 000, Xxxxxxx, 00000, Xxxxxx
If to the Employee: Xxxxx Xxxx
00 Xx'Xxxxxxxx Xxxxxx, Xxxxxxx-Xx'xxxx, 00000, Xxxxxx
7.2. All notices shall be given by registered mail (postage prepaid), by
facsimile or email or otherwise delivered by hand or by messenger to the
Parties' respective addresses as above or such other address as may be
designated by notice. Any notice sent in accordance with this Section 7
shall be deemed received upon the earlier of: (i) if sent by facsimile or
email, upon transmission and electronic confirmation of transmission or
(if transmitted and received on a non-business day) on the first business
day following transmission and electronic confirmation of transmission,
(ii) if sent by registered mail, upon 3 (three) days of mailing, (iii) if
sent by messenger, upon delivery; and (iv) the actual receipt thereof.
8
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 9 of: 11
--------------------------------------------------------------------------------
8. Miscellaneous.
8.1. Headings; Interpretation. Section and Subsection headings contained herein
are for reference and convenience purposes only and shall not in any way
be used for the interpretation of this Agreement.
8.2. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matters hereof and cancels and
supersedes all prior agreements, understandings and arrangements, oral or
written, between the Parties with respect to such subject matters.
8.3. Amendment; Waiver. No provision of this Agreement may be modified or
amended unless such modification or amendment is agreed to in writing and
signed by the Employee and the Company. The observance of any term hereof
may be waived (either prospectively or retroactively and either generally
or in a particular instance) only with the written consent of the Party
against which/whom such waiver is sought. No waiver by either Party at any
time to act with respect to any breach or default by the other Party of,
or compliance with, any condition or provision of this Agreement to be
performed by such other Party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.
8.4. Governing Law; Dispute Resolution. This Agreement shall be governed by and
construed in accordance with the laws of the State of Israel. Any dispute
arising out of or relating to this Agreement shall be exclusively resolved
by the competent court in Tel-Aviv Jaffa.
8.5. Severability. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof. If any part
of this Agreement is determined to be invalid, illegal or unenforceable,
such determination shall not affect the validity, legality or
enforceability of any other part of this Agreement; and the remaining
parts shall be enforced as if such invalid, illegal, or unenforceable part
were not contained herein, provided, however, that in such event this
Agreement shall be interpreted so as to give effect, to the greatest
extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of
competent jurisdiction.
8.6. Assignment. Neither this Agreement or any of the Employee's rights,
privileges, or obligations set forth in, arising under, or created by this
Agreement may be assigned or transferred by the Employee without the prior
consent in writing of the Company. The Company shall be entitled to assign
its rights and obligations hereunder to any entity acquiring a material
part of its assets or to a subsidiary, affiliate or parent company thereof
(as such terms are defined in the Israeli Securities Law-1968).
[Signature Page to Protalix Ltd. Employment Agreement]
9
--------------------------------------------------------------------------------
Protalix EMPLOYMENT AGREEMENT Version:
--------------------------------------------------------------------------------
Ltd. Page: 10 of: 11
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement
as of the date first above-mentioned.
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxx
---------------------------- ---------------------------------
PROTALIX LTD. XXXXX XXXX
Date: January 25, 2007 Date:
---------------------- ------------------
By: Xxxxx Xxxxxxx, CEO
10
