EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 31st day of May 2005.
BETWEEN:
Oriens Life Sciences (Israel), Ltd., a body corporate with an address of
00 Xxxxxx Xxxx Xx. Xxx Xxxx, Xxxxxx, 00000
(the "Company")
AND:
Xxxx Xxxxxxxxx, an individual currently residing at
00 Xxxxxx Xxxx Xx. Xxx Xxxx, Xxxxxx, 00000
(the "Executive")
THIS AGREEMENT made this ___ day of _________, 2005.
BETWEEN:
Oriens Life Sciences (Israel), Ltd., a body corporate with an address of
____________________
(the "Company")
AND:
Xxxx Xxxxxxxxx, an individual currently residing at
_______________________
(the "Executive")
A. The Company has agreed to engage the Executive to serve in the role of the
Chief Executive Officer of the Company;
B. The Executive and the Company wish to formally record the terms and
conditions upon which the Executive will be employed by the Company and that
each of the Company and the Executive have agreed to the terms and conditions
set forth in this Agreement, as evidenced by their execution hereof.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
Article 1
CONTRACT FOR SERVICES
1.1 Engagement of Executive. Subject to earlier termination of the Agreement as
hereinafter provided, the Company hereby agrees to employ the Executive in
accordance with the terms and provisions hereof. The Executive shall serve as
the CEO of the Company and shall perform his duties hereunder at the Company's
facilities in Israel; however, the Executive acknowledges and agrees that the
performance of his duties hereunder may require significant domestic and
international travel.
1.2 Further Engagement of Executive. In addition, the Executive is employed as
the CEO of the Company's parent company, SafeTek International Inc. (the "Parent
Company"), without being entitled to any compensation other than the salary and
additional compensation to which he is entitled pursuant to this Agreement.
1.3 Term. Unless terminated earlier in accordance with the provisions hereof,
the term of employment under this Agreement shall commence on May1st, 2005 and
shall continue until terminated by either party as provided herein (the "Term").
1.4 Exclusive Service. The Executive agrees to faithfully, honestly and
diligently serve the Company and to devote the Executive's time, attention and
best efforts to further the business and interests of the Company during the
period of this Agreement to the exclusion of all other employment unless
specifically authorized by the Company.
1.5 Duties. The Executive's services hereunder shall be provided on the basis of
the following terms and conditions:
(a) reporting directly to the Board of Directors of the Company, the
Executive shall serve as the CEO of the Company;
(b) the Executive shall be responsible for setting the overall corporate
direction for the Company, including establishing and maintaining
budgets for the Company and ensuring the Company has adequate
capital for its operations, marketing and general corporate
activities, all subject to any applicable law and to instructions
provided by the Board of Directors of the Company from time to time;
(c) the Executive shall faithfully, honestly and diligently serve the
Company and cooperate with the Company and utilize maximum
professional skill and care to ensure that all services rendered
hereunder are to the satisfaction of the Company, acting reasonably,
and the Executive shall provide any other services not specifically
mentioned herein, but which by reason of the Executive's capability
the Executive knows or ought to know to be necessary to ensure that
the best interests of the Company are maintained;
(d) the Executive shall assume, obey, implement and execute such duties,
directions, responsibilities, procedures, policies and lawful orders
as may be determined or given from time to time by the Company; and
(e) the Executive shall report the results of his duties hereunder to
the Company as it may request from time to time.
Article 2
COMPENSATION
2.1 Salary.
(a) For services rendered by the Executive during the Term, the
Executive shall be paid throughout the Term a monthly salary,
payable within 10 days after the end of each month (the "Salary").
Notwithstanding the above, the Executive hereby agrees that the
Salary to which the Executive shall be entitled until the closing of
investments of an aggregate amount of at least US$ 40,000 in the
Parent Company (the "Effective Date") shall only be paid to the
Executive within three business days after the Effective Date.
(b) During the first three months in which the Executive receives a
Salary, the gross monthly Salary shall be US$ 6,000; during the
fourth through sixth months in which the Executive receives a
Salary, the gross monthly Salary shall be US$ 7,500; and thereafter
the Executive's gross monthly Salary shall be US$ 8,500.
(c) The Salary shall be paid in NIS translated pursuant to the official
representative rate of exchange of the US$ as published by the Bank
of Israel on the payment date. Any deductions required to be made by
the Company and submitted to relevant tax or other authorities will
be deducted at source.
(d) The Executive's Assignment is included among the positions of
management or those requiring a special degree of personal trust,
and the Company is not able to supervise the number of working hours
of the Executive; therefore the provisions of the Israel Hours of
Work and Rest Law - 1951, will not apply to the Executive and he
will not be entitled to any additional remuneration whatsoever for
his work with the exception of that specifically set out in this
Agreement.
2.2 Bonus. In addition, if the aggregate investments made in the Company and/or
the Parent Company after the date hereof exceed an amount of US$ 4,000,000, then
the Executive shall be entitled to a bonus in the amount of US$ 8,500.
2.3 Options. The Executive shall be entitled to participate in the employee
stock option plan to be adopted by the Parent Company (the "ESOP"), to an extent
determined at the sole discretion of the Parent Company's Board of Directors,
and only following and pending the adoption of the ESOP by the Parent Company.
2.4 Expenses. The Executive will be reimbursed by the Company for all reasonable
business expenses incurred by the Executive in connection with his duties within
previously approved budgets upon submission of a monthly statement of expenses.
This includes, but not only, full use of cellular phone, use of one dedicated
telephone/data line at home, daily newspaper, payments of expenses incurred when
traveling abroad, per diem payments for travel abroad according to the rules set
forth by the Israeli Tax Authorities and others. The Executive shall bear any
tax payments resulting from the aforesaid, to the extant applicable.
2.5 Company Vehicle. The Executive shall be entitled to the use of a [Licensing
Class 5] vehicle, as shall be determined by the Company, for which the Company
shall incur all reasonable expenses associated therewith, but excluding personal
traffic fines and the like. The use of such car shall be subject to the
Company's instructions, as may be amended from time to time. The Executive shall
bear any tax payments resulting from the aforesaid, to the extant applicable
2.6 Vacation; Recreation Pay. The Executive shall be entitled to cumulative paid
vacations of 20 days per year. In addition, Executive shall be entitled to sick
leave and Recreation Pay according to applicable law. Executive shall be
entitled to cash redemption of vested vacation upon termination of this
agreement, with or without cause, according to Israeli Labor Law and practice.
2.7 Deductions. The Executive acknowledges that all payments by the Company in
respect of the services provided by the Executive shall be net of all amounts
which the Company as employer is required to deduct or withhold from Salary or
other payments to an executive in accordance with statutory requirements
(including, without limitation, income tax, employee contributions and
unemployment insurance contributions).
Article 3
Social Insurance and Benefits
3.1 Managers Insurance. The Company shall insure Executive under an accepted
"Manager's Insurance Scheme", which in each case shall provide insurance in the
event of illness or disability (hereinafter referred to as the "Managers
Insurance") as follows: (i) the Company shall pay an amount equal up to 7.5% of
Executive's Salary towards the Managers Insurance for Executive's benefit and
Disability Insurance and shall deduct 5% from Executive's Salary and pay such
amount towards the Managers Insurance for Executive's benefit (the various
components of the Managers Insurance shall be fixed at the discretion of
Executive); and (ii) the Company shall pay an amount equal to 8 1/3% of
Executive's Salary towards a fund for severance compensation which shall be
payable to Executive upon severance, subject to provisions of Section 3.3
herein. The aforementioned allocations shall be in lieu of severance pay
according to the Israeli Severance Pay Law - 1963.
3.2 Keren Hishtalmut Fund. The Company and Executive shall open and maintain a
Keren Hishtalmut Fund. The Company shall contribute to such Fund an amount equal
to 7-1/2% of each monthly Salary payment, and Executive shall contribute to such
Fund an amount of up to 2-1/2% of each monthly Salary payment. Executive hereby
instructs the Company to transfer to such Fund the amount of Executive's and the
Company's contribution from each monthly Salary payment. Notwithstanding the
above, if the amounts to be contributed to the Keren Hishtalmut Fund will exceed
the amount exempt from tax pursuant to the applicable tax regulations, any
amount so exceeding shall not be transferred to such Fund but shall be added to
the Salary.
3.3 Effect of Termination. Upon termination of this Agreement by either party,
other than in circumstances constituting Cause (as defined below), the Company
shall assign and transfer to the Executive, after Executive has met all of
Executive's obligations hereunder in connection with such termination of
employment, the ownership in the aforesaid Manager's Insurance and Keren
Hishtalmut Fund. In the event that this Agreement is terminated in circumstances
constituting Cause, the Company, in its absolute discretion, may retain its
payments to such funds and release to the Executive only those sums contributed
by Executive to such funds.
3.4 Liability Insurance Indemnification. Within a reasonable period of time
following the signing of this agreement, the Company shall provide the Executive
with coverage under a standard directors' and officers' liability insurance
policy, at the Company's expense. In addition, the Executive shall be granted
indemnification by the Parent Company in connection with his position therein.
Article 4
CONFIDENTIALITY
4.1 Maintenance of Confidential Information. The Executive acknowledges that in
the course of employment hereunder the Executive will, either directly or
indirectly, have access to and be entrusted with information (whether oral,
written or by inspection) relating to the Company or its Parent Company or their
respective affiliates, associates or customers (the "Confidential Information").
For the purposes of this Agreement, "Confidential Information" includes, without
limitation, any and all Developments (as defined herein), trade secrets,
inventions, innovations, techniques, processes, formulas, drawings, designs,
products, systems, creations, improvements, documentation, data, specifications,
technical reports, customer lists, supplier lists, distributor lists,
distribution channels and methods, retailer lists, reseller lists, employee
information, financial information, sales or marketing plans, competitive
analysis reports and any other thing or information whatsoever, whether
copyrightable or uncopyrightable or patentable or unpatentable. The Executive
acknowledges that the Confidential Information constitutes a proprietary right,
which the Company is entitled to protect. Accordingly the Executive covenants
and agrees that during the Term and thereafter until such time as all the
Confidential Information becomes publicly known and made generally available
through no action or inaction of the Executive, the Executive will keep in
strict confidence the lineConfidential Information and shall not, without prior
written consent of the Company, disclose, use or otherwise disseminate the
Confidential Information, directly or indirectly, to any third party.
4.2 Exceptions. The general prohibition contained in Section 4.1 against the
unauthorized disclosure, use or dissemination of the Confidential Information
shall not apply in respect of any Confidential Information that:
(a) is available to the public generally in the form disclosed;
(b) becomes part of the public domain through no fault of the Executive;
(c) is already in the lawful possession of the Executive at the time of
receipt of the Confidential Information; or
(d) is compelled by applicable law to be disclosed, provided that the
Executive gives the Company prompt written notice of such
requirement prior to such disclosure and provides assistance in
obtaining an order protecting the Confidential Information from
public disclosure.
4.3 Developments. Any information, technology, technical data or any other thing
or documentation whatsoever which the Executive, either by himself or in
conjunction with any third party, has conceived, made, developed, acquired or
acquired knowledge of during the Executive's employment with the Company or
which the Executive, either by himself or in conjunction with any third party,
shall conceive, make, develop, acquire or acquire knowledge of (collectively the
"Developments") during the Term or at any time thereafter during which the
Executive is employed by the Company that is related to conducting research and
clinical study shall automatically form part of the Confidential Information and
shall become and remain the sole and exclusive property of the Company.
Accordingly, the Executive does hereby irrevocably, exclusively and absolutely
assign, transfer and convey to the Company in perpetuity all worldwide right,
title and interest in and to any and all Developments and other rights of
whatsoever nature and kind in or arising from or pertaining to all such
Developments created or produced by the Executive during the course of
performing this Agreement, including, without limitation, the right to effect
any registration in the world to protect the foregoing rights. The Company shall
have the sole, absolute and unlimited right throughout the world, therefore, to
protect the Developments by patent, copyright, industrial design, trademark or
otherwise and to make, have made, use, reconstruct, repair, modify, reproduce,
publish, distribute and sell the Developments, in whole or in part, or combine
the Developments with any other matter, or not use the Developments at all, as
the Company sees fit.
4.4 Protection of Developments. The Executive does hereby agree that, both
before and after the termination of this Agreement, the Executive shall perform
such further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 4.3 hereof. If the Company is for
any reason unable, after reasonable effort, to secure execution by the Executive
on documents needed to effect any registration or to apply for or prosecute any
right or protection relating to the Developments, the Executive hereby
designates and appoints the Company and its duly authorized officers and agents
as the Executive's agent and attorney to act for and in the Executive's behalf
and stead to execute and file any such document and do all other lawfully
permitted acts necessary or advisable in the opinion of the Company to effect
such registration or to apply for or prosecute such right or protection, with
the same legal force and effect as if executed by the Executive.
4.5 Fiduciary Obligation. The Executive declares that the Executive's
relationship to the Company is that of fiduciary, and the Executive agrees to
act towards the Company and otherwise behave as a fiduciary of the Company.
4.6 Remedies. The parties to this Agreement recognize that any violation or
threatened violation by the Executive of any of the provisions contained in this
Article 4. will result in immediate and irreparable damage to the Company and
that the Company could not adequately be compensated for such damage by monetary
award alone. Accordingly, the Executive agrees that in the event of any such
violation or threatened violation, the Company shall, in addition to any other
remedies available to the Company at law or in equity, be entitled as a matter
of right to apply to such relief by way of restraining order, temporary or
permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper.
4.7 Reasonable Restrictions. The Executive agrees that all restrictions in this
Article 4 are reasonable and valid, and all defenses to the strict enforcement
thereof by the Company are hereby waived by the Executive.
Article 5
Non-Competition
5.1 Non Competition. Executive agrees and undertakes that he will not, so long
as he is employed by the Company and for a period of 12 months following
termination of his employment for whatever reason, directly or indirectly, as
owner, partner, joint venture, stockholder, employee, broker, agent, principal,
corporate officer, director, licensor or in any other capacity whatever engage
in, become financially interested in, be employed by, or have any connection
with any business or venture that competes with the Company's business,
including any business which, when this Agreement terminates, the Company
contemplates in good faith to be materially engaged in within 12 months
thereafter, provided that the Company has taken demonstrable actions to promote
such engagement or that the Company's Board of Directors has adopted a
resolution authorizing such actions prior to the date of termination; provided,
however, that Executive may own securities of any corporation which is engaged
in such business and is publicly owned and traded but in an amount not to exceed
at any one time one percent (1%) of any class of stock or securities of such
company, so long as he has no active role in the publicly owned and traded
company as director, employee, consultant or otherwise.
5.2 No Solicitation. Executive agrees and undertakes that during the period of
his employment and for a period of 12 months following termination, he will not,
directly or indirectly, including personally or in any business in which he is
an officer, director or shareholder, for any purpose or in any place, employ any
person (as an employee or consultant) employed by the Company at such time or
during the preceding twelve months, unless such person has been terminated by
the Company, provided however, that such person who is terminated by the Company
may be employed by Executive as described above only after the expiration of
twelve months after the effective date of such termination.
Article 6
termination
6.1 Termination For Cause or Disability. This Agreement may be terminated at any
time by the Company without notice, for Cause or in the event of the Disability
of Executive.
For the purposes of this Agreement, "Cause" also means that the Executive
shall have:
(a) committed an intentional act of fraud, embezzlement or theft in
connection with the Executive's duties or in the course of the
Executive's employment with the Company;
(b) intentionally and wrongfully damaged property of the Company, or any
of its respective affiliates, associates or customers;
(c) intentionally or wrongfully disclosed any of the Confidential
Information;
(d) made material personal benefit at the expense of the Company without
the prior written consent of the management of the Company;
(e) accepted shares or options or any other gifts or benefits from a
vendor without the prior written consent of the management of the
Company;
(f) fundamentally breached any of the Executive's material covenants
contained in this Agreement; or
(g) willfully and persistently, without reasonable justification, failed
or refused to follow the lawful and proper directives of the Company
specifying in reasonable detail the alleged failure or refusal and
after a reasonable opportunity for the Executive to cure the alleged
failure or refusal.
For the purposes of this Agreement, an act or omission on the part of the
Executive shall not be deemed "intentional," if it was due to an error in
judgment or negligence, but shall be deemed "intentional" if done by the
Executive not in good faith and without reasonable belief that the act or
omission was in the best interests of the Company, or its respective
affiliates, associates or customers.
For the purposes of this Agreement, "Disability" shall mean any physical
or mental illness or injury as a result of which Executive remains absent
from work for a period of six (6) successive months, or an aggregate of
six (6) months in any twelve (12) month period. Disability shall occur
upon the end of such six-month period.
6.2 Severance for Termination With Cause. If the Company terminates the
Executive's employment for Cause, then the Company will not be obligated to pay
the Executive any severance payments or provide any notice whatsoever to the
Executive.
6.3 Termination Without Cause. Either the Executive or the Company may terminate
the Executive's employment without Cause, for any reason whatsoever, with 30
days notice within the first year of the Executive's engagement and with 90 days
prior written notice thereafter.
6.4 The Notice Period.
(a) During the period following the notice of termination (the "Notice
Period"), Executive shall cooperate with the Company and use his
best efforts to assist the integration into the Company's
organization of the person or persons who will assume Executive's
responsibilities.
(b) This Agreement shall remain in full force and effect until the end
of the Notice Period and there shall be no change in Executive's
compensation terms or any of his obligations hereunder during such
Notice period.
(c) Notwithstanding sub-section (b) above, during the Notice Period the
Company may, at its discretion, relieve Executive of his position,
upon which Executive shall leave the Company. Such actions shall not
derogate in any way or manner whatsoever from Executive's rights to
receive the Salary until the end of the Notice period.
6.5 Limitation of Damages. It is agreed that in the event of termination of
employment, neither the Company, nor the Executive shall be entitled to any
notice, or payment in excess of that specified in this Article 6.
6.6 Return of Materials. Within three (3) days of any termination of employment
hereunder, or upon any request by the Company at any time, the Executive will
return or cause to be returned any and all Confidential Information and other
assets of the Company (including all originals and copies thereof), which
"assets" include, without limitation, hardware, software, keys, security cards
and backup tapes that were provided to the Executive either for the purpose of
performing the employment services hereunder or for any other reason. The
Executive acknowledges that the Confidential Information and the assets are
proprietary to the Company, and the Executive agrees to return them to the
Company in the same condition as the Executive received such Confidential
Information and assets.
6.7 Effect of Termination. Articles 3.3, 3.4, 4, 5 and 6.6 hereto shall remain
in full force and effect after termination of this Agreement, for any reason
whatsoever.
Article 7
Mutual Representations
7.1 Executive represents and warrants to the Company that the execution and
delivery of this Agreement and the fulfillment of the terms hereof (i) will not
constitute a default under or conflict with any agreement or other instrument to
which he is a party or by which he is bound, and (ii) do not require the consent
of any person or entity.
7.2 The Company represents and warrants to Executive that this Agreement has
been duly authorized, executed and delivered by the Company and that the
fulfillment of the terms hereof (i) will not constitute a default under or
conflict with any agreement of other instrument to which it is a party or by
which it is bound, and (ii) do not require the consent of any person of entity.
7.3 Each party hereto warrants and represents to the other that this Agreement
constitutes the valid and binding obligation of such party enforceable against
such party in accordance with its terms subject to applicable bankruptcy,
insolvency, moratorium and similar laws affecting creditors' rights generally,
and subject, as to enforceability, to general principles of equity (regardless
if enforcement is sought in proceeding in equity or at law).
Article 8
Notices
8.1 Notices. All notices required or allowed to be given under this Agreement
shall be made either personally by delivery to or by facsimile transmission to
the address as hereinafter set forth or to such other address as may be
designated from time to time by such party in writing:
(a) in the case of the Company, to:
Oriens Life Sciences (Israel) Ltd.
_____________
Attn: _______
Fax: ________
with a copy to
Xxx Xxxxx, Adv.
Xxx Xxxxx & Co. Law Offices, 1 Azrieli Center
(Round Building)
Xxx Xxxx 00000, Xxxxxx
Fax: 000-0-000-0000
Email: xxx@xxxxxxxx.xx.xx
(b) and in the case of the Executive, to the Executive's last residence
address known to the Company.
8.2 Change of Address. Any party may, from time to time, change its address for
service hereunder by written notice to the other party in the manner aforesaid.
Article 9
GENERAL
9.1 Entire Agreement. As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the employment of the Executive by the Company are null and void.
The parties hereto agree that they have expressed herein their entire
understanding and agreement concerning the subject matter of this Agreement and
it is expressly agreed that no implied covenant, condition, term or reservation
or prior representation or warranty shall be read into this Agreement relating
to or concerning the subject matter hereof or any matter or operation provided
for herein.
9.2 Personal Agreement. The provisions of this Agreement are in lieu of the
provisions of any collective bargaining agreement, and therefore, no collective
bargaining agreement shall apply with respect to the relationship between the
parties hereto (subject to the applicable provisions of law).
9.3 Further Assurances. Each party hereto will promptly and duly execute and
deliver to the other party such further documents and assurances and take such
further action as such other party may from time to time reasonably request in
order to more effectively carry out the intent and purpose of this Agreement and
to establish and protect the rights and remedies created or intended to be
created hereby.
9.4 Waiver. No provision hereof shall be deemed waived and no breach excused,
unless such waiver or consent excusing the breach is made in writing and signed
by the party to be charged with such waiver or consent. A waiver by a party of
any provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.
9.5 Amendments in Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.
9.6 Assignment. Except as herein expressly provided, the respective rights and
obligations of the Executive and the Company under this Agreement shall not be
assignable by either party without the written consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Executive and the Company and their permitted successors or assigns. Nothing
herein expressed or implied is intended to confer on any person other than the
parties hereto any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
9.7 Severability. In the event that any provision contained in this Agreement
shall be declared invalid, illegal or unenforceable by a court or other lawful
authority of competent jurisdiction, such provision shall be deemed not to
affect or impair the validity or enforceability of any other provision of this
Agreement, which shall continue to have full force and effect.
9.8 Headings. The headings in this Agreement are inserted for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.
9.9 Number and Gender. Wherever the singular or masculine or neuter is used in
this Agreement, the same shall be construed as meaning the plural or feminine or
a body politic or corporate and vice versa where the context so requires.
9.10 Time. Time shall be of the essence of this Agreement.
9.11 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the state of Israel applicable therein, and each of
the parties hereto expressly attorns to the jurisdiction of the courts of the
state of Israel. The sole and exclusive place of jurisdiction in any matter
arising out of or in connection with this Agreement shall be the applicable
Tel-Aviv court.
9.12 Enurement. This Agreement is intended to bind and enure to the benefit of
the Company, its successors and assigns, and the Executive and the personal
legal representatives of the Executive.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of the date and year first above written.
ORIENS LIFE SCIENCES (ISRAEL) LTD. EXECUTIVE
Per: /s/ Xxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxx
--------------------------- -----------------------------
Name: Shay Goldst ein Xxxx Xxxxxxxxx
Title: Chairman, Chief Executive Officer,
Secretary, and Director
