EXHIBIT 10.1
EMPLOYMENT AGREEMENT
Made and entered into this 13th day of July, 2006 (the "Effective Date").
Between: INKSURE TECHNOLOGIES INC. a Delaware corporation (the "Company"),
with offices at 0000 X.X. 00xx Xx., Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000, XXX
(HEREINAFTER THE "COMPANY");
ON THE FIRST PART
And: Mr., Xxxxxx Xxxxxx a citizen of Israel, ID Number 53904884, with an
address at 00 Xxxxxxxxx Xxxxx Xx, Xxxxx Xxxxxxxx, Xxxxxx
(HEREINAFTER THE "EMPLOYEE")
ON THE SECOND PART
Whereas The Company is engaged in the development, production and marketing of
systems for Brand and Document protection, track and trace and RFID
technologies; and
Whereas The Employee has the experience, know-how and qualifications to serve
as Vice President and Chief Financial Officer ("CFO") of the Company
and its subsidiaries, InkSure Inc., InkSure RF Inc. and InkSure Ltd.
(the "Subsidiaries"); and
Whereas The Company has offered that the Employee undertakes employment with
the Company as its Vice President and CFO, and the Employee agrees to
be employed as such, all in accordance with the terms and conditions
of this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed by the parties as follows:
1. PREAMBLE
The Preamble to this Agreement forms an integral part thereof.
2. POSITION.
2.1 The Company hereby employs the Employee, and the Employee hereby agrees to
serve as Vice President and CFO of the Company and the Subsidiaries,
effective not later than 9/13/2006.
2.2 As CFO of the Company, the Employee shall devote his full business time and
efforts to the affairs of the Company, and shall have all the
responsibilities and powers that usually apply to this job.
2.3 The Employee shall report to the CEO of the Company.
2.4 The Employee shall serve as the Secretary of the Company and the
Subsidiaries.
3. SALARY.
3.1 The Company shall pay the Employee a monthly salary of 36,000 NIS gross.
(hereinafter the "Base Salary"), payable each month not later than the
fifth day of each month.
3.2 The Salary shall be reviewed by the Company following 12 months as of
Effective Date (as defined above) and it is agreed that the salary will be
increased to 40,000 NIS based on the Employee performance of his duties
hereunder.
3.3 The Employee and the Company both acknowledge and agree, that upon the
mutual agreement of the Company and the Employee, the Employee's salary
from time-to-time may be paid by either of the Subsidiaries on behalf of
the Company. The Company further acknowledges that this Section 3.3 does
not affect the Company's obligation to pay the Employee's Base Salary or
benefits pursuant to this Agreement.
3.4 The Employee shall be entitled to a refund for all expenses incurred by him
in the performance of his duties hereunder (in accordance with the
prevailing laws and regulations).
4. BENEFITS.
4.1 The Company shall pay every month, an amount up to 15.83%(5% "tagmulim",
8.33% "pitzuim" and up to 2.5% for disability insurance) of the Base Salary
to an insurance policy, pension fund or combination between them, according
to the request of the Employee, (hereinafter "Bituach Menahalim") in the
name of the Employee. The Employee shall pay to such insurance policy,
every month, an amount equal to 5% of the Base Salary.
4.2 The Company shall pay every month, an amount equal to 7.5% of the Base
Salary to an educational fund (hereinafter "Keren Hishtalmut") in the name
of the Employee. The Employee shall pay to such fund, every month, an
amount equal to 2.5% of the Base Salary.
4.3 The Employee's payments pursuant to Sections 4.1 and 4.2 above shall be
deducted at source from the Base Salary.
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4.4 The parties here adopt the Israeli Labor Ministry warrant from 30.6.98 and
declare that the Company's payment to the Bituach Menahalim/ pension fund
(8.33% for the severance payment) shall constitute the Company's whole
obligation for Severance payments according to Section 14 of the Severance
Payment Law - 1963(Israel).
4.5 The Employee shall be entitled to a vacation leave of twenty two (22) days
per year, which may be carried forward, from year to year.
4.6 The Company shall make available to the Employee a car for his exclusive
use during the term of this Agreement. It is agreed the car will be a 2000
CC or a car of a similar class. The Company shall pay all costs associated
with the car, whether fixed or variable, including without limitation,
fuel, repairs and insurance including taxation. The Company shall gross up
any tax payments.
4.7 The Employee shall be entitled to a complete medical check up once a year.
4.8 The Company will maintain a directors' and officers' liability insurance in
the name of the Employee, covering all the Employee's duties under this
Agreement.
4.9 The Employee shall be entitled to Dmey Havra'a as provided in a Collective
Bargaining Agreement to which the General Labor Union of the Workers in
Israel is a party regarding the payment of Dmey Havra'a that is force and
effect.
4.10 Not later than fourteen (14) days after the termination of this Agreement,
for any cause, the Company shall assign its rights to the Bituach Menahalim
and/or pension fund and the Keren Hishtalmut to the Employee.
4.11 The Company shall pay all bills for the use and maintenance of cellular
telephone used exclusively by the Employee.
4.12 The employee shall be entitled to a grant of 100,000 Options to purchase
shares of InkSure Technologies Inc. upon approval by the board of Directors
of InkSure Technologies Inc. and/or the compensation committee in their
next meeting.
The options will be issued as part of and according to the company's approved
Stock Option Plan. The price of option will be equal to the price of share at
date of grant. Vesting period :1/3 one year from date of grant, 1/3 two years
from date of grant and 1/3 three tears from date of grant.
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5. PROPRIETARY INFORMATION.
5.1 Employee recognizes and understands that his employment creates a
relationship of confidence and trust between him and the Company, and that
proprietary information obtained by the Employee as a result of this
Agreement is the sole property of the Company. At all times, both during
his employment with the Company and after its termination, the Employee
will keep in confidence and in trust all such proprietary information and
will not use or disclose any such information or anything relating to it
without the written consent of the Company, except as may be necessary in
the ordinary course of performing his duties as the CFO of the Company.
This Section 5 shall survive the termination of this Agreement.
5.2 In the event of termination of the Employee's employment with the Company
for any reason, the Employee will deliver to the Company all documents and
data of any nature pertaining to his work with the Company or the
Subsidiaries.
6. COMPETITION.
The Employee shall not, during the term of his employment with the Company, and
for a period of one (1) year after termination of this Agreement, render
services similar to his duties as Vice President and CFO of the Company, to any
entity or business which competes with the Company or the Subsidiaries directly
or indirectly.
7. CONFIDENTIALITY.
The Employee undertakes that during the term of this Agreement and after its
termination, he shall not disclose to others confidential information of the
Company or the Subsidiaries, including but not limited to, information relating
to the business concerns of the Company or the Subsidiaries, their customers,
their financial position, their plans for the future and their proprietary
information, including confidential intellectual property. This Section 7 shall
survive the termination of this Agreement.
8. TERM AND TERMINATION.
8.1 The Employee may terminate this Agreement for any reason upon sixty (60)
days' prior written notice, and the Company may terminate this Agreement
for any reason upon ninety (90) days' prior written notice (each such
period being a "Prior Notice Period"), provided, however, that the Company
may terminate this Agreement for a "Justifiable Cause" (as hereinafter
defined) without prior notice. During the Prior Notice Period the Employee
shall be entitled to payment of the Base Salary and all benefits pursuant
to this Agreement. In addition, any unvested stock options held by the
Employee shall continue to vest during the Prior Notice Period.
8.1.1 "Justifiable Cause" shall mean: (a) conviction of the Employee of a felony
which in the Company's view is injurious to the Company; (b) any willful
breach by the Employee of his fiduciary duties as an officer of the Company
pursuant to court decision; provided, however, that the Company may not
terminate the Employee's employment for Justifiable Cause unless it has
given the Employee (i) written notice of the basis for the proposed
termination and (ii) if possible, at least fifteen (15) days during which
the Employee shall be entitled to cure such basis.
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9. MISCELLANEOUS.
9.1 The Employee shall not disclose the terms of this Agreement to any person
or entity within or outside the Company, except as may be required by law.
9.2 This Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof. Any prior understandings,
undertakings or representations, written or oral, shall be of no force or
effect.
9.3 This Agreement may be amended only through a document signed by both
parties.
9.4 No rights of any party shall be prejudiced or restricted by an indulgence
or forbearance to any party, and no waiver by any party in respect of any
breach shall operate as a waiver in respect to a subsequent breach.
9.5 Any notice, demand, call or request under this Agreement (hereinafter a
"Communication") which a party may desire to serve, or be required to serve
upon the other party, shall be in writing and shall be deemed sufficiently
served if: (a) delivered by hand; or (b) if sent by courier that guarantees
delivery of such Communication within twenty four (24) hours, addressed to
the other party's address as set forth in the preamble to this Agreement;
or (c) sent by facsimile with a confirmation of receipt.
9.6 The addresses of the parties for the purpose of this Agreement are as forth
in the preamble to this Agreement.
IN WITNESS WHEREOF, The parties hereunto cause this Agreement to be duly
executed.
INKSURE TECHNOLOGIES INC.
_____________________________
By:
Title:
XXXXXX XXXXXX
_____________________________
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Agreed and Accepted:
INKSURE LTD.
______________________________
By:
Title:
INKSURE INC.
______________________________
By:
Title:
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