Exhibit 10.10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), dated as of January 1, 2004,
between ORMAT NEVADA INC., a Delaware corporation ("Employer"), and YEHEZKEL RAM
("Employee").
W I T N E S S E T H
WHEREAS, Employer desires to employ Employee upon the terms and conditions set
forth herein; and
WHEREAS, Employee is willing to provide services to Employer upon the terms and
conditions set forth herein;
A G R E E M E N T S
NOW, THEREFORE, for and in consideration of the foregoing premises and for other
good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, Employer and Employee hereby agree as follows:
1. EMPLOYMENT. Employer will employ and Employee will accept employment by
Employer as Vice President, responsible for Business Development in North
America. Employee will perform the duties assigned to him and such other
duties as may be assigned from time to time by the Employer, its
subsidiaries and affiliates or any business ventures in which Employer or
its subsidiaries may participate.
Employee's regular place of employment is the Employer's corporate offices
in Nevada but it is agreed that;
a) Employee is required to perform frequent business trips in and out
of the United States,
As a managerial Employee, Employee is expected to render work in
accordance with the requirement and demands of the Job and will not be
entitled to any overtime pay for working beyond eight (8) hours a day,
or during weekends, holidays, etc.
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Employee will be required to follow (a) all work and administrative
rules (including travel expenses reimbursement) of Employer as in
current use and as may be amended from time to time; (b) all national
or local law, ordinance or regulation of the country in which
Employee's work is performed.
2. ATTENTION AND EFFORT. Employee will devote his full time, ability,
attention and effort to Employer" business and will skillfully serve its
interests during the term of this Agreement.
3. TERM. Unless otherwise terminated pursuant to paragraph 6 of this
Agreement, Employee's term of employment under this Agreement shall
commence on January 1, 2004 and shall expire on December 31, 2004.
COMPENSATION. During the term of this Agreement, Employer agrees to pay or
cause to be paid to Employee, and Employee agrees to accept in exchange for
the services rendered hereunder by him, the following compensation;
4.1 BASE SALARY. Employee's compensation shall consist of a yearly base
salary of One Hundred and Seventy Five Thousand Dollars ($175,000.00)
before all customary payroll deductions. Such yearly base salary shall
be paid monthly in arrears.
4.3 NO OTHER PAYMENTS. This Agreement describes all payments and
compensations Employee is entitled to, and no other allowances,
bonuses or expense reimbursement will be made without prior written
authorization. Employee may not accept any payment from any third
party, except for passive investments.
5. BENEFITS.
5.1 VACATION. Total four weeks per year, not cumulative from year to year
without specific written authorization from Employer, this
authorization must be made no later than 90 days before the end of the
year in which the vacation is due. Maximum length of single vacation
period is two weeks, unless specifically authorized.
52 MEDICAL AND HOSPITALIZATION INSURANCE. Employee will be entitled to
receive Employer's standard medical insurance benefits.
5.3 HOLIDAYS. Employee will be entitled to all legal holidays of the
U.S.A. any other time off for holidays, including Israeli holidays,
will count against Employee's vacation time.
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5.4 SICK LEAVE. Employee will be entitled to time off for illness as
approved by Employer, and supported by a physician's letter if for
single period of 3 days or more, up to a maximum of 30 days per year.
5.5 401(k): Employee will be enrolled to Employer's Simple 401(k) program,
in accordance with the terms of the program from time to time.
6. TERMINATION. Employment of Employee pursuant to this Agreement may be
terminated as follows, but in any case, the provisions of paragraph 8
hereof shall survive the termination of this Agreement and the termination
of Employee's employment hereunder;
6.1 BY EMPLOYER. With or without Cause (as defined below), Employer may
terminate the employment of Employee at any time during the term of
employment upon giving Notice of Termination (as defined below).
6.2 BY EMPLOYEE. Employee may terminate his or her employment at any time,
for any reason, upon giving Notice of Termination.
6.3 NOTICE. The term "Notice of Termination" shall mean at least 90 days
written notice of termination of Employee's employment, if such notice
is given by Employer and at least 90 days written notice of
termination of Employee's employment if such notice is given by
Employee, during which period Employee's employment and performance of
services will continue; provided, however, that Employer may, upon
notice to Employee and without reducing Employee's compensation during
such period, excuse Employee from any or all of his duties during such
period. The effective date of the termination of Employee's employment
hereunder shall be the date on which such 90 days period, as the case
may be, expires, provided however that Employer may, at its sole
option prepay the termination payment in which case the effective date
of termination will be the date the termination payments were made.
7. TERMINATION OF PAYMENTS. In the event of termination of the employment
of Employee, all compensation and benefits set forth in this Agreement
shall terminate except as specifically provided in this paragraph 7;
7.1 TERMINATION BY EMPLOYER. If Employer terminates Employee's employment
without Cause, Employee shall be entitled to received Employee's
monthly salary during the 90 day period specified in paragraph 6.3,
provided, however, that if Employee is terminated by Employer for any
Cause, Employee shall not be entitled to receive any of the foregoing
benefits.
7.2 TERMINATION BY EMPLOYEE. In the case of the termination of Employee's
employment by Employee, Employee shall not be entitled to receive any
payments for services provided subsequent to the date of termination.
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7.3 EXPIRATION OF TERM. In the case of the termination of Employee's
employment as a result of the expiration of the term of this
Agreement, Employee shall not be entitled to receive any payments
hereunder, other than any unpaid base salary.
7.4 CAUSE. Wherever reference is made in this Agreement to termination
being with or without Cause, "Cause" means cause given by Employer to
Employee and is limited to the occurrence of one or more of the
following events;
(i) Habitual unjustifiable failure or refusal to perform the lawful
duties of Employee described in Section 1 and 2 hereof;
(ii) Violation by Employee of a state or federal criminal law
involving the commission of a crime against Employer or a
felony;
(iii) Habitual or repeated misuses by Employee of alcohol or
controlled substances; deception, fraud, misrepresentation of
dishonesty by Employee; ; any intentional act or omission by
Employee which substantially impairs Employer's business, good
will or reputation; or
(iv) Any other material violation of any provision of this Agreement.
8. NONCOMPETITION AND NONSOLICITATION
8.1 APPLICABILITY. This paragraph 8 shall survive the termination of
Employee's employment with Employer except that Section 8.2 shall
terminate and be of no effect if Employee is terminated without Cause.
8.2 SCOPE OF NON-COMPETITION. Employee agrees that he will not, directly
or indirectly, during his employment and for a period of [one) year
from the date on which his employment with Employer terminates (unless
terminated by Employer without Cause), be employed by, consult with or
otherwise perform services for, own, manage, operate, join, control or
participate in the ownership, management, operation or control of or
be connected with, in any manner, any Competitor (as hereinafter
defined) unless released from such obligation in writing by Employer.
A "Competitor" shall include any entity which competes with Employer
in the , geothermal and waste heat field (and industries as expended
in addendum to this contract, from time to time) worldwide, or any
entity which is developing energy products or services that will be in
competition with the energy products or services of Employer. Employee
shall be deemed to be related to or connected with a Competitor if
such Competitor is (a) a partnership in which he is a general or
limited partner or employee, (b) a corporation or association which he
is a shareholder, officer, employee or director, or (c) if Employee is
a member, consultant or agent of such Competitor; provided, however,
that nothing herein shall prevent the purchase or ownership by
Employee of shares which constitute less than five percent of the
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outstanding equity securities of a publicly or privately held
corporation, if Employee has no other relationship with such
corporation.
8.3 SCOPE OF NONSOLICITATION. Employee shall not directly or indirectly
solicit, influence or entice, or attempt to solicit, influence or
entice, any employee or consultant of Employer to cease his
relationship with Employer or solicit, influence, entice or in any way
divert any customer, distributor, partner, joint venturer or supplier
for Employer to do business or in any way become associated with any
Competitor to the detriment of Employer. This subparagraph 8.3 shall
apply during the time period described in subparagraph 82 hereof.
8.4 NONDISCLOSURE: RETURN OF MATERIALS. During the term of his employment
by Employer and following termination of such employment, he will not
disclose (except as required by duties to Employer), any Confidential
Information (as defined below) to any third party. All documents,
procedural manuals, guides, specifications, plans, drawings, designs,
computer programs and similar materials, lists of present, past or
future customers, customer proposals, invitations to submit proposals,
price lists and data relating to pricing of Employer's products and
services, records, notebooks and similar repositories of or containing
any Confidential Information (including all copies thereof) coming
into Employee's possession or control by reason of Employee's
employment by Employer, whether prepared by Employee or others; (i)
are the property of the Employer, (ii) will not be used by Employee in
any way adverse to Employer, (iii) will not be removed from Employer's
premises or photocopied (except as Employee's employment by Employer
shall require) and (iv) at the termination of Employee's employment
will be left with, or forthwith returned to, Employer.
As used in this Agreement, "Confidential Information" shall mean
secret or proprietary information of whatever kind of nature disclosed
to Employee or becoming known to Employee (whether or not invented,
discovered or developed by Employee), at any time during Employee's
employment by Employer or his pervious employment by Employer's
affiliates as a consequence or through such employment. Such secret or
proprietary information shall include (unless such information is
generally known in the industry through no action of Employee)
information relating to design, manufacture, application, know-how,
research and development relating to Employer's present, past or
prospective products, sources of supplies and materials, operating and
other cost data, lists of present customers, customer proposals, price
lists and data relating to pricing of Employer's products or services.
Such secret or proprietary information shall specifically include,
without limitation all information contained in Employer's manuals,
memoranda, formulae, plans, drawings and designs, specifications, data
supply sources, computer programs and records legends or otherwise
identified by Employer as confidential information.
Confidential Information shall not, however, include information which
is now or hereafter becomes generally known or available to the public
through no act or failure to act on the part of Employee, is received
by Employee from another person
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that is free to disclose the same without restriction, or is
independently developed by a third party who have had no access to
that or similar Confidential Information as disclosed pursuant to this
Agreement.
Employee's obligations under this Section 8.4 shall terminate five (5)
years after the termination of Employee's employment.
8.5 RIGHTS TO INVENTIONS.
(i) The know-how, Inventions (as defined below) and such other data
that will be developed in the course Employee's employment of,
and all modifications thereof even if made after Termination of
shall belong to Employer, and Employer will be the sole and
exclusive owner of any and all right pertaining thereto.
(ii) Employees shall keep signed, witnessed and dated records of any
and all ideas, inventions, improvements and discoveries (whether
or not patentable), made, conceived or first reduced to practice
by Employee in the course of his employment under this Agreement,
together with all supporting evidence such as notes, sketches,
drawings, models and data pertaining thereto. Employee shall
promptly make full disclosure to Employer of any Inventions or
modifications thereof. At the time of this Agreement, Employee
has not been issued any patents for any device, process, design
or invention of any kind which may be used by or needed by
Employer in connection with Employer's activities, services, and
product and which he has not assigned to Employer and duly
recorded in the United States Patent Office. Employee agrees that
all inventions developed by Employee while he was employed by
Employer and prior to the date of this Agreement while he was
employed by Employer's affiliates are the property of Employer
and subject to the terms of this paragraph 8.
(iii) Employer will have the right to submit patent application based
on such inventions. Such patents will identify the original
inventors, as required by patent law in the U.S., and also in
other countries, even if not required by law.
Employee shall, at Employer's expense, promptly execute formal
applications for patents and also do all other acts and things
(including, among other, executing and delivering instruments of
further assignments, registration, assurance or confirmation)
deemed by Employer necessary or desirable at any time or times in
order to effect the full assignment to Employer of Employee's
rights, title, and interest to such Inventions and/or
modifications, without payment therefore and without further
compensation beyond Employee's agreed compensation for
employment. The absence of a request by Employer for information,
or for the making of an oath, or for the
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execution of any document, shall in no way be construed to
constitute a waiver of the rights of Employer.
Should Employer determine that it has no intent to make a patent
application for an Invention, and that it has no reason to keep
such inventions confidential, Employee will have the right, after
receiving Employer's approval in writing, to pursue patent
application at its own risk and expense. It is expressly
understood that Employer may withhold such approval as it deems
necessary at its sole discretion.
(iv) As used in this Agreement, "Inventions" shall mean those
discoveries, developments, inventions and works of authorship,
whether or not patentable, relating to Employer's present, past
or prospective activities, services and products, which
activities, services and products are known by Employee at any
time during Employee's employment by Employer as a consequence of
such employment, including any patents, models, trade secrets,
trademarks, services marks, copyrightable subject matter and any
copyrights therein, proprietary information, design of a useful
article (whether the design is ornamental or otherwise), computer
programs and related documentation, and other writings, code,
algorithms and information and related documentation and
materials which the Employee has made, written or conceived or
may make, write or conceive, during Employee's employment by
Employer, either solely or jointly with others, and either on or
off Employer's premises (A) while providing services to Employer,
or (B) with the use of time, materials or facilities of Employer,
or (C) relating to any Company product, service present, past or
prospective activities, services and products, which activities,
services and products are known by Employee at any time during
Employee's employment by Employer as a consequence of such
employment, including any patents, models, trade secrets,
trademarks, services marks, copyrightable subject matter and any
copyrights therein, proprietary information, design of a useful
article (whether the design is ornamental or otherwise), computer
programs and related documentation, and other writings, code,
algorithms and information and related documentation and
materials which the Employee has made, written or conceived or
may make, write or conceive, during Employee's employment by
Employer, either solely or jointly with others, and either on or
off Employer's premises (A) while providing services to Employer,
or (B) with the use of time, materials or facilities of Employer,
or (C) relating to any Company product, service or activity of
which Employee has knowledge, or (D) suggested by or resulting
from any work performed by or for Employer. Such term shall not
be limited to the meaning of "invention" under the United States
patent laws.
8.6 EQUITABLE RELIEF. Employee acknowledges that the provisions of this
paragraph 8 are essential to Employer, that Employer would not enter
into this Agreement if it did not include this paragraph 8 and that
damages sustained by Employer as a result
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of a breach of this paragraph 8 cannot be adequately remedied by
damages, and Employee agrees that Employer, notwithstanding any other
provision of this Agreement, and in addition to any other remedy it
may have under this Agreement or at law, shall be entitled to
injunctive and other equitable relief, without the necessity for
posting a bond, to prevent or curtail any breach of any provision of
this Agreement, including, without limitation, this paragraph 8.
8.7 DEFINITION OF EMPLOYER. For purposes of subparagraph 8.2 and
subparagraphs 8.3 hereof, "Employer" shall include all subsidiaries
and affiliates of Employer, and any business ventures in which
Employer or its subsidiaries and affiliates may participate.
9. SEVERABILITY: To the extent any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect, it shall be considered
deleted herefrom, and the remainder of such provision and of this Agreement
shall be construed as if such invalid, illegal or unenforceable provision
(or portion thereof) had never been contained herein. In furtherance and
not in limitation of the foregoing, should the duration or geographical
extent of, or business activities covered by any provision of this
Agreement be in excess of that which is valid an enforceable under
applicable law, then such provision shall be construed to cover only that
duration, extent or activities which may validly and enforceably be
covered.
10. Employee acknowledges that the terms of this Agreement are personal and
confidential and should not be discussed with any third party within the
Employer's organization, or outside of the organization.
11. FORM OF NOTICE. All notices given hereunder shall be given in writing,
shall specifically refer to this Agreement and shall be personally
delivered or sent by telecopy or other electronic facsimile transmission or
by registered or certified mail, return receipt requested, at the address
set forth below notice given in compliance with the terms hereof;
If to Employee: Hezy Ram
0000 Xxx Xxxx
Xxxx, XX 00000
If to Employer: Ormat Nevada Inc.,
000 Xxxx Xx.
Xxxxxx, XX 00000
Attn: President
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If notice is mailed, such notice shall be effective after 10 days of
mailing, or if notice is personally delivered or sent by electronic
facsimile transmission, it shall be effective upon receipt.
12. WAIVERS. No delay or failure by any party hereto in exercising, protecting
or enforcing any of its rights, titles, interests or remedies hereunder,
and no course of dealing or performance with respect thereto, shall
constitute a waiver thereof. The express waiver by a party hereto of any
right, title, interest or remedy in a particular instance or circumstance
shall not constitute a waiver thereof in any other instance or
circumstance. All rights and remedies shall be cumulative and not exclusive
of any or the rights or remedies.
13. AMENDMENTS IN WRITING. No amendment, modification, waiver, termination or
discharge of any provision of this Agreement, nor consent to any departure
therefrom by either party hereto, shall in any event be effective unless
the same shall be in writing, specifically identifying this Agreement and
the provision intended to be amended, modified, waived, terminated or
discharged and signed by Employer and Employee.
14. APPLICABLE LAW. This Agreement shall be in all respects, including all
matters of construction, validity and performance, be governed by,
construed and enforced in accordance with, the laws of the state of Nevada,
without regard to any rules governing conflicts of laws.
15. HEADINGS. All headings used herein are for convenience only and shall not
in any way affect the construction of, or be taken into consideration in
interpreting, this Agreement.
16. ENTIRE AGREEMENT. This Agreement on and as of the date hereof constitutes
the entire Agreement between Employer and Employee with respect to the
subject matter hereof and all prior or contemporaneous oral or written
communications, understandings or agreements between Employer and Employee
with respect to such subject matter are hereby superseded and nullified in
their entireties.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on
the date set forth above.
EMPLOYEE:
/s/ Hezy Ram
---------------------------------
EMPLOYER:
BY: /s/ Xxxxxx Xxxxxxxx
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Its: Controller
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