Exhibit 4(a)(6)
AGREEMENT
signed in Tel Aviv on
May 1, 2007
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| between: |
SCAILEX Corporation Ltd.
public company no. 00-000000-0
of 3Azrieli Center, Tel Aviv
(hereinafter - the “Company”) |
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on the one part; |
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| and between: |
Globecom Investments Ltd.
private company no. 00-000000-0
of 00 Xxxxx Xxx Xx., Xxxxxxxx
(hereinafter - “Globecom”) |
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on the other part; |
WHEREAS Globecom is a private
company controlled by Xxxx Xxxxxxxx (hereinafter, “Xxxxxxxx”); and
WHEREAS Xxxxxxxx serves as
Chairman of the Board of the Company since July 18, 2006, and wishes to continue to render
the Company services as an active Chairman of the Board by means of Globecom, pursuant to
the terms described herein; and
WHEREAS the Company is
interested in receiving active Chairman services from Globecom, per the terms of this
agreement as described herein; and
WHEREAS on April
30th the General Meeting of the Company approved the arrangement described
herein;
NOW, THEREFORE, the parties
hereby agree as follows:
| 1.1 |
Globecom
declares and undertakes and Xxxxxxxx declares and undertakes, as indicated by his
signature of this agreement below, that Globecom is a private company controlled by
Xxxxxxxx, and Globecom shall remain as such for the duration of this agreement. |
| 1.2 |
Globecom
will render the Company services of an active Chairman of the Board by means of Xxxxxxxx
alone (the “Services”). The scope of the Services will be determined on
the basis of the Company’s needs. |
| 1.3 |
The
Company is aware that Xxxxxxxx may undertake during the term of this agreement any
business or other activity, including serving as the CEO of the Company’s parent
company and affiliated corporations, without the prior approval of the Company, so long
as such actions do not impede Xxxxxxxx’x fulfillment of his obligations under this
agreement, including the non-competition undertakings set forth in Section 13 below. |
| 2.1 |
The
term of this agreement shall be 18 months, commencing July 18, 2006, the date upon which
Xxxxxxxx began to serve as Chairman of the Board, and ending December 31, 2007. |
| 2.2 |
Section
2.1 above notwithstanding, each party may terminate this agreement upon six months
prior notice (hereinafter: the “Period of Prior Notice”). |
| 2.3 |
Without
prejudice to the rights of the Company under this agreement or under the law, or any
other right or remedy available to the Company, the Company may immediately terminate
this agreement without any prior notice in the event that Globecom or Xxxxxxxx is found
guilty of a crime of dishonor or if they violate the Company’s trust. |
| 3.1 |
The
total monthly consideration that the Company shall pay Globecom for services rendered
shall equal NIS 100,900 (one hundred thousand, nine hundred NIS) (hereinafter:
"Monthly Consideration"). |
| 3.2 |
The
Monthly Consideration and all other amounts to be paid in accordance with this agreement
shall be paid on the first of the month for the next month, plus VAT, as set forth by the
law and against a tax invoice. |
| 3.3 |
The
Monthly Consideration shall be linked with the consumer price index, as published from
time to time, with the base index being the known index at the time Xxxxxxxx commences
his term n practice, i.e. June 2006, and in any event the Monthly Consideration shall not
be less than NIS 100,900 (one hundred thousand, nine hundred NIS). |
| 3.4 |
The
Company shall deduct from the Monthly Consideration and all other amounts owed under this
agreement, any amount required under applicable law and under the terms of this
agreement, including income tax and every tax, imposition, fee, or payment that must be
deducted by law, unless explicitly provided for the grossing up. |
| 4. |
Reimbursement
of Expenses |
| 4.1 |
Globecom
will be reimbursed by the Company for all reasonable expenses (hereinafter: “Expenses”)
incurred in the course of rendering the Services to the Company with the presentation of
receipts relating thereto. |
| 4.2 |
Reimbursement
of expenses shall be carried out in accordance with the Company’s then-current
policies and the Company shall bear all relevant taxes related thereto. |
| 5. |
Insurance,
Exculpation, and Indemnification |
The Company shall insure Xxxxxxxx
and Globecom (to the extent possible) pursuant to the insurance policy of directors and
office holders and will grant them indemnification and a grant of exculpation as
acceptable by the Company.
| 6. |
No
Employee-Employer Relationship |
| 6.1 |
It
is hereby agreed and declared that that there has not existed any employee-employer
relationship between Xxxx Xxxxxxxx and the Company since the time Xxxxxxxx assumed office
and there will not exist any such relationship for the entire term of this agreement. |
| 6.2 |
For
the avoidance of doubt, grossing up amounts of use and/or payments to various funds per
this agreement, will not serve to support a claim that there exists an employee-employer
relationship between Xxxxxxxx and the Company. |
| 6.3 |
In
the event that a labor court or other authority determines, despite the provisions of
this agreement to the contrary, that there did exist an employee-employer relationship
between Xxxxxxxx and the Company, and the Company is requested to pay certain amounts or
incurs certain costs as a result of such determination, then Globecom undertakes to
indemnify the Company for any such fine imposed or costs incurred. The Company shall have
the right to set off indemnification amounts owed as set forth above from any amounts
owed to Globecom. |
In the event that prior notice [of
termination] is given by the Company or Globecom, Globecom shall be entitled to receive
payments owed to it under this agreement, including payments for the six month notice
period, whether or not Services are rendered during that time, so long as Xxxxxxxx’x
Services are made available to the Company during that time.
| 8. |
Termination
of Undertaking |
Without derogating from the above,
upon termination of the agreement for whatever reason, Globecom shall be owed no payments
from the Company other than the Monthly Consideration owed up until the date of
termination. Globecom will have no right to receive additional or other payments relating
to the termination of the agreement, including payments for damages, severance pay,
pension payments or other claims. Notwithstanding, the foregoing provisions shall not
derogate from the right of Globecom and Xxxxxxxx to receive exculpation, insurance and
indemnification, as applicable.
| 9. |
Protection
of Confidentiality and Company Rules |
Globecom hereby undertakes and
Xxxxxxxx undertakes (as indicated by his signature of this agreement below) that they will
protect and fully maintain in confidence all that relates to the Company and its business,
directly or indirectly. The above undertaking shall apply to any information of which
Globecom or Xxxxxxxx becomes aware during the term of this agreement or due to
Xxxxxxxx’ role as Chairman of the Board, excluding information of which Xxxxxxxx
becomes aware in the course of serving as an officer of a different company. The foregoing
shall not apply to information that is available to the public or information that must be
made public pursuant to applicable law.
Globecom undertakes and Xxxxxxxx
undertakes (as indicated by his signature of this agreement below) that during the entire
term of granting management services per this agreement and for an additional six (6)
months from the actual conclusion of the grant of management services (the
“Limitation Period”), Globecom and/or Xxxxxxxx and/or their
representatives will not work, advise, manage or grant any services, either directly or
indirectly, to a person or company with regard to a business or matter that directly
competes with the business of the Company, unless the Company grants its prior, written
approval. For the avoidance of doubt, Xxxxxxxx’ work at the Israel Petrochemical
Enterprises Ltd. and the companies in its control will not be considered a violation of
the foregoing restrictions.
| 11. |
Option
Plan and Grants |
| 11.1 |
It
is hereby agreed that in the event that the Company decides to grant options as part of
an officer and director incentive program or if it is decided to give a monetary grant
and the Chairman of the Board will be the beneficiary of such grant, the Company will
seek all approvals required by law for such remuneration and shall issue a report
regarding such grants, as appropriate. |
| 11.2 |
It
is hereby clarified that in the event of receipt of options or grants as set forth above,
such remuneration shall in no way derogate from Globecom or Xxxxxxxx’ right to
receive the amounts set forth in this agreement. |
| 12.1 |
This
Agreement sets forth the entire and exclusive relationship, rights and duties between the
parties. The conditions set forth hereunder constitute the entire agreement and
understanding between the parties hereto with respect to the subject matter hereof, and
supersedes all prior written and/or oral discussions, agreements, representations and
understandings between them. |
| 12.2 |
No
modification and/or amendment to this agreement or release shall be valid unless such
modification is made in writing signed by both parties. |
| 12.3 |
The
addresses of the parties are as set forth in this agreement. Any notice sent by one party
to another per the provisions of the agreement or with regard thereto must be sent via
registered mail or by personal delivery or via facsimile. A hand-delivered message will
be considered delivered on the date of delivery so long as such date is a business day. A
notice that is sent via facsimile shall be considered as delivered on the same day as
sent so long as it was sent on a business day and the sender has proof that such document
was sent. A document sent via registered mail will be considered delivered three (3) days
after it was mailed. |
And in witness hereto,
the parties have hereunto signed:
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[Company Seal]
/s/ Yahel Shachar
——————————————
Scailex Corporation Ltd. |
[Company Seal]
/s/ Xxxx Xxxxxxxx
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Globecom Investments Ltd. |
I hereby agree to the above
declarations and undertake to act in accordance with the applicable duties set forth
above.
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx |
