EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of the ___ day of _________, 1998 by and
between Solmecs Ltd., company number 00-000000-0 (the "Company") and Xx. Xxxxx
Xxxxx, Israel I.D. number 6926799-S (the "Executive").
WHEREAS: The Company desires to employ the Executive as the Executive Vice
President of the Company, and the Executive desires to engage in
such employment, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, the parties agree as follows
1. Employment
(a) The Company agrees to employ the Executive and the Executive agrees to
be employed by the Company on the terms and conditions set out in this
Agreement.
(b) The Executive shall be employed as the Executive Vice President of the
Company. The Executive shall perform the duties, undertake the
responsibilities and exercise the authority customarily performed,
undertaken and exercised by persons situated in a similar capacity
subject to the direction of the Board of Directors of the Company or
such officer of the Company as may be appointed by the Board of
Directors of the Company (the "Board").
(c) Excluding periods of vacation, sick leave and military reserve service
to which the Executive is entitled or required, the Executive agrees
to devote total attention and full time to the business and affairs of
the Company and its subsidiaries as required to discharge the
responsibilities assigned to the Executive hereunder. During the tenn
of this Agreement, the Executive shall not be engaged in an: other
employment nor engage actively in any other business activities or in
any other activities which may hinder his performance hereunder, with
or without compensation, or any other person, firm or company without
the prior written consent of the Company
(d) The Executive's duties shall be in the nature of management duties
that demand a special level of loyalty and accordingly the Law of Work
Hours and Rest 5711 - 1951 shall not apply to this Agreement. The
parties hereto confirm that this is a personal services contract and
that the relationship between the parties hereto shall not be subject
to any general or special collective employment agreement or any
custom or practice of the Company in respect of any of its other
employees or contractors.
2. Base Salary
(a) The Company agrees to pay or cause to be paid to the Executive during
the tenn of this Agreement a gross salary of $8,200 (eight thousand,
two-hundred US Dollars) per month which amount shall include the
benefits set forth in Section (b) below and all other statutory
employer contributions (the "Base Salary"). The Base Salary shall be
payable monthly in arrears, on the first day of each month and shall
be paid in NIS based on the representative exchange rate on the date
of payment.
(b) The Base Salary specified in Section 2(a) includes remuneration for
working overtime, and the Executive shall not be entitled to any
further remuneration or payment whatsoever other than the Base Salary
and/or benefits, unless expressly specified in this Agreement. The
Executive acknowledges that the Base Salary, to which he is entitled
pursuant to this Agreement constitutes due consideration for him
working overtime.
(c) All amounts payable hereunder shall be reviewed annually by the Board
of Directors. At such review, the Board of Directors shall also
consider whether to grant a bonus to the Executive.
3. Executive Benefits
(a) The Executive shall be entitled to the following benefits:
(i) Sick Leave. The Executive shall be entitled to fully paid sick
leave pursuant to the Sick Pay Law 5736 - 1976
(ii) Vacation. The Executive shall be entitled to an annual vacation
of twenty (20) working days per year. A "working day" shall mean
Sunday to Thursday inclusive. Up to two year s equivalent of
vacation days may be accumulated and may, at the Executive's
option, upon thirty days written notice to the Company, be
converted into cash payments in an amount equal to the
proportionate part of the Base Salary for such days to the extent
provided by law.
(iii) Manager's Insurance. The Company shall effect a Manager's
Insurance Policy (the "Policy") in the name of the Executive, and
shall pay a sum equal to 15.83% of the Executive's Base Salary
towards such Policy of which 8.33% will be on account of
severance pay and 5% on account of pension fund payments and a
further 2 5% of the Executive's Base Salary on account of
disability pension payments. The Company shall deduct 5% from the
Executive's Base Salary to be paid on behalf of the Executive
towards such Policy. Payments by the Company towards the Policy
under this Section 3(a)(iii) shall be in lieu of any statutory
obligations to pay
-2-
severance pay, subject to the approval of the Minister of Labor
under Section 14 of the Severance Pay Law 5723-1963. The figures
specified in this Section 3(a)(iii) above shall be amended in
accordance with any amendment to the maximum allowances permitted
or deductions required by the provisions of any relevant law.
(iv) Further Education Fund Contributions. The Company shall pay a sum
equal to 7.5% of the Executive's Base Salary and shall deduct
2.5% from the Executive's Base Salary to be paid on behalf of the
Executive toward a further education fund. Use of these funds
shall be in accordance with the by-laws of such fund.
(v) Motor Vehicle. The Company shall provide the Executive with the
use of a motor vehicle with an engine size of at least 1800 cc.
Such motor vehicle shall belong to or be leased the Company and
shall be registered in the Company's name for use by the
Executive, his spouse and their children during the term of this
Agreement. The motor vehicle shall be returned by the Executive
to the Company- upon the termination of the Executive s
employment with the Company for any reason, except as set forth
in Section 5(iii)(c). The Company shall bear all expenses with
regard to such motor vehicle, including gasoline expenses,
comprehensive insurance coverage, maintenance, repairs,
registration, yearly tests and other costs of the motor vehicle.
All income tax for which the Executive shall become liable as a
result of his use of the motor vehicle shall be borne by the
Executive who acknowledges that such taxes will be withheld from
the Executive's Base Salary as required by law.
(vi) Telephone. The Company shall maintain a telephone line at the
Executive's home and make a cellular phone available to the
Executive. The Company will bear all fixed and variable expenses
relating to such telephone and cellular phone lines.
(vii) Medical Examination. The Company shall pay for one comprehensive
medical examination for the Executive during each year of his
employment by the Company.
(viii) Options in SCNV. The Executive shall be entitled to receive
options in SCNV Acquisition Corporation. The number of options
and the terms and conditions of their exercise, including vesting
and price shall be determined by the Board of Directors of SCNV.
4. Expenses
The Executive shall be entitled to receive prompt reimbursement of all
direct expenses reasonably incurred by him in connection with the
performance of his duties hereunder,
-3-
including but not limited to professional literature related to the
performance of his duties hereunder in an amount of up to $1,000 per year,
provided that written receipts are produced for the same and approved by
the Board.
5. Term and Termination
(a) The term of employment under this Agreement shall commence as of the
date of this Agreement and will continue unless terminated under the
following circumstances
(i) Disability. The Company may terminate the Executive's employment
after having established the Executive's disability. For purposes
of this Agreement, "disability" means a physical or mental
infirmity which impairs the Executive's ability to substantially
perform his duties under this Agreement which continues for a
period of at least one hundred and eighty (180) consecutive days.
Upon termination for disability, the Executive shall be entitled
to severance pa, required by law (subject to the provisions of
Section 6(b) below).
(ii) Cause. The Company may terminate the Executive's employment for
cause. For purposes of this Agreement termination for "cause"
shall mean and include: (i) conviction of any felony involving'
moral turpitude or affecting the Company or its subsidiaries;
(ii) any refusal to carry out a reasonable directive of the Board
of Directors of the Company which involves the business of the
Company or its subsidiaries and was capable of being lawfully
performed, (iii) embezzlement of funds of the Company or its
subsidiaries; (iv) ownership direct or indirect, of an interest
in a person or entity (other than a minority interest in a
publicly traded company) in competition with the products or
services of the Company or its subsidiaries, including those
products or services contemplated in a plan adopted by the Board
of Directors of the Company or its subsidiaries; (v) any breach
of the Executive's fiduciary duties or duties of care to the
Company (except for conduct taken in good faith); and (vi) any
conduct (other than conduct in good faith) materially detrimental
to the Company); provided, however, that the Company may not
terminate the Executive's employment for cause under Section
5(a)(ii) or (iv) unless it has given the Executive (i) written
notice of the basis for the proposed termination and (ii) at
least thirty days (30) in which to cure such basis. If the
employment of the Executive is terminated for cause, then the
Executive shall be entitled to severance pay in the amount
required by law (subject to the provisions of Section 5(b)
below).
(iii) Without Cause. The Company may terminate the Executive's
employment without cause provided that the Executive is given not
less than 90 days written notice. During such 90-day period the
Executive shall be entitled
-4-
to compensation pursuant to Section 3 and to all of the benefits
set forth in Section 3. During such 90-day period, the Executive
shall transfer his position to his replacement in an orderly and
complete manner and shall return to the Company all documents,
professional literature and equipment belonging to the Company
which may be in his possession at such time. Upon termination of
his employment pursuant to this sub-Section 5(a)(iii), the
Executive shall be entitled to the following.
(A) An adjustment grant equal to three months of compensation
pursuant to Section 9. Such compensation shall be paid in
three monthly installments, commencing on the 15th day of
the month following the termination of employment.
(B) The telephone and cellular phone benefits set forth in
sub-Section 3(a)(vi) for an adjustment period of three
months.
(C) Use of the motor vehicle as set forth in Section 3(v) for an
adjustment period of three months.
(D) Severance pay required by law (subject to the provisions of
Section 5(b) below).
(E) An additional payment of one-month's salary, as set forth in
Section 2, for each year in which the Executive is employed
by the Company commencing on the date of this Agreement.
(iv) Termination by Executive. The Executive may terminate his
employment with the Company upon 90 days notice to the Company.
During such 90-day period the Executive shall be entitled to
compensation pursuant to Section 2
(b) The Company and Executive agree and acknowledge that in the event the
Company transfers ownership of any executive insurance policy to the
Executive, then such transfer shall constitute the partial payment of
any severance pay the Company is required to pay to the Executive
pursuant to the Severance Pay Law 5727-1963. Upon the termination of
the Executive's employment with the Company, other than for cause as
defined herein, the right to receive the Manager's Insurance Policy
and the further education fund shall be automatically assigned to the
Executive.
6. Confidentiality
(a) Proprietary Information. Executive recognizes and acknowledges that
the designs, inventions improvements, trade secrets, software systems
(including specifications, programs and documentation), the methods
and data, and the
-5-
developments, and works of authorship, which the Company or its
subsidiaries uses, owns, plans or develops (whether for their own use
or for use by their clients are confidential and are the property of
the Company. All of these materials and information, other than
material or information then already in the public domain through no
act or omission by the Executive will be referred to below as
"Proprietary information."
(b) Non-Disclosure. Executive agrees that, except in the ordinary course
of the business of the Company or its subsidiaries Executive will not
during or after the Executive's employment with the Company disclose
to any person or entity or use, directly or indirectly for Executive's
own benefit or the benefit of others. any Proprietary information, or
permit any person to examine or make copies of any documents which may
contain or be derived from Proprietary Information Executive agrees
that the provisions of this paragraph shall survive the termination of
this Agreement and Executive's employment with the Company.
7. Intellectual Property Rights
(a) For purposes of this Agreement, "Intellectual Property" means the
following items of intangible and tangible property:
(i) Patents, whether in the form of utility patents or design patents
and all pending applications for such patents;
(ii) Trademarks, trade names, service marks, designs, lour,os, trade
dress, and trade styles. whether or not registered, and all
pending applications for registration of the same,
(iii) Copyrights or copyrightable material, including but not limited
to books, articles and publications, whether or not registered,
and all pending applications for registration of the same;
(iv) Inventions, research records, trade secrets. confidential
information, product designs, engineering specifications and
drawings, technical information, formulae, customer lists,
supplier lists and market analyses;
(v) Computer programs, including, without limitation, computer
programs embodied in semiconductor chips or otherwise embodied.
and related flow-charts, programmer notes. updates and data,
whether in object or source code form; and
(vi) Semiconductor chip designs, whether or not registered as mask
works or topographies
-6-
(b) The Executive hereby confirms that he has transferred in whole to the
Company all of his rights, title and interest in any and all
intellectual Property which is currently being used or contemplated to
be used by the Company on the date hereof ("Intellectual Property").
(c) The Executive hereby assigns to the Company by way of fixture
assignment all Intellectual Property, originated, conceived, written
or made by the Executive during the term of his employment with the
Company, which is in any way connected to the products or services of
the Company or its subsidiaries, including those products or services
contemplated in a plan previously adopted by the Board of Directors of
the Company or its subsidiaries, regardless of whether the
Intellectual Property was made or acquired (i) during business hours
(ii) at the premises of the Company, (ii) with the assistance of
material supplied by the Company or (iii) at the request of the
Company.
(d) In furtherance of the foregoing Sections 7(a) through 7(d), the
Executive agrees that all fruits of the Executive's work in connection
with the business of the Company or its subsidiaries. including all
Intellectual Property and future products (hereinafter referred to as
an 'Invention") which are invented or developed by the Executive
during the term of his employment with the Company shall be
wholly-owned by the Company, and the Company shall be entitled to deal
therewith as it desires and register the Invention in its name or in
the name of its subsidiaries. The duty of confidentiality in Section 6
shall also apply to any such Invention.
(e) Upon request, the Executive will execute any instrument required to
vest in the Company or its subsidiaries complete title and ownership
to any intellectual Property or Invention The Executive will at the
request of the Company, execute any necessary instrument to obtain
legal protection in Israel and foreign countries for Intellectual
Property or Inventions and for the purposes of vesting title thereto
in the Company or its subsidiaries, all at the Company's expense and
without any additional compensation of any kind to the Executive. The
Executive irrevocably appoints the Company as his attorney in his name
and on his behalf to execute all documents and do all things required
in order to give full affect to the provisions, of this Section.
8. Competitive Activity
(a) During the term of this Agreement and for a period of twelve (12)
months from the date of termination of this Agreement for any reason
("the Termination Date"), the Executive will not directly or
indirectly:
(i) carry on or hold any interest in any company, venture, entity or
other business (other than a minority interest in a publicly
traded company) which competes with the products or services of
the Company or its
-7-
subsidiaries, including those products or services contemplated
in a plan adopted by the Board of Directors of the Company or its
subsidiaries ("a competing business") (including, without
limitation, as shareholder);
(ii) act as a consultant or employee or officer or in any managerial
capacity in a competing business or supply in competition with
the Company or its subsidiaries restricted services to any person
who, to his knowledge, was provided with services by the Company
or its subsidiaries any time during the twelve (12) months
immediately prior to the Termination Date;
(iii) solicit, canvass or approach or endeavor to solicit. canvass or
approach any person who to his knowledge, was provided with
services by the Company or its subsidiaries at any time during
the twelve ( 12) months immediately prior to the Termination
Date, for the purpose of offering services or products which
compete with the services or products supplied by the Company or
its subsidiaries at the Termination Date ("restricted services");
(iv) employ, solicit or entice away or endeavor to solicit or entice
away from the Company or its subsidiaries any person employed by
the Company or its subsidiaries any time during the twelve (12)
months immediately prior the Termination Date with a view to
inducing that person to leave such employment and to act for
another employer in the same or a similar capacity
9. Reserve Duty
The Executive shall continue to receive the salary provided for hereunder
during periods of military reserve duty. The Executive hereby assigns and
undertakes to pay to the Company any amounts received from the National
Insurance Institute as compensation for such reserve duty service.
10. Indemnification
Subject to the limitations set forth in the Companies Ordinance (New
Version) 574, - 1983, the Company undertakes to indemnify the Executive.
for any claim or liability arising, or resulting, from the good faith
fulfillment of his obligations hereunder, provided that (i) the Executive
notifies the Company in writing, of any such claim or liability, (ii)
cooperates with the Company in the defense or settlement thereof, and (iii)
allows the Company to control the defense or settlement of the same.
11. Notice
For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to
have been duly given when
-8-
personally delivered or sent by registered mail, postage prepaid, addressed
to the respective addresses set forth below or last given by each party to
the other, except that notice of change of address shall be effective only
upon receipt.
The initial addresses of the parties for purposes of this Agreement shall
be as follows:
The Company:
The Executive:
12. Miscellaneous
(a) No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing
and signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto 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.
(b) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel.
(c) 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
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings and
arrangements, oral or written, between the parties hereto with respect
to the subject matter hereof. No agreement or representations, oral or
otherwise express or implied, with respect to the subject matter
hereof have been made either party which are not expressly set forth
in this Agreement.
(e) This Agreement shall be binding upon and shall inure to the benefit of
the Company, its successors and assigns, and the Company shall require
such successor or assign to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession or assignment
had taken place. The term "successors and assigns" as used herein
shall mean a corporation or other entity acquiring all or
substantially all the assets and business of the Company (including
this Agreement) whether by operation of law or otherwise.
(f) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Executive, his beneficiaries or
legal representatives, except by
-9-
will or by the laws of descent and distribution. this Agreement shall
inure to the benefit of and be enforceable by the Executive's legal
personal representative.
(g) The provisions of Sections 6 through 8 and 11 of this Agreement shall
survive the rescission or termination, for any reason, of this
Agreement and shall survive the termination of the Executive's
employment with the Company.
(h) The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
Solmecs Ltd.
By:
----------------------------- --------------------------------
Name: Xx. Xxxxx Xxxxx
----------------------------
Title:
--------------------------
-10-
