Exhibit 10.2
AGREEMENT
---------
Made and signed in Netanya on the 1st day of the month of January 1997
------- -------
Between ORBIT/FR Engineering Ltd.
of 00 Xxxxxxx Xx., Netanya
(hereinafter: "The Company")
Party of the 1st Part
and Between Xxxxx Pinkasy, I.D. No. 50464817
of 0 Xxxxxxxxx Xx., Xxxxxx
(hereinafter: "The Manager")
Party of the 2nd Part
Whereas:
A. The Company is a subsidiary of ORBIT/FR INC - an Incorporated company
according to U.S. law (hereinafter: "ORBIT INC") of the ORBIT-ALCHUT
Technologies group;
B. The Company was established in order to give services and support ORBIT
INC;
C. The Company is engaged in R & D, manufacturing, acquisition and sales of
products in the field of antenna measurement systems (hereinafter: "field
of business");
D. ORBIT INC is interested in manufacturing some of its mechanics products in
Israel;
E. It is the intent of the Company to employ the Manager in a senior
administrative position in the framework of its ongoing business
activities, and in a manner which the Company will establish from time to
time, including, without derogating from the above, as a manager in its
business field, and the Manager is willing and interested in participating
in administrating the Company's business, in a manner and way to be
established by the Company;
F. The Manager served ORBIT INC until 31 December 1996, and directed its
Mechanical Division in the framework of the Company;
- 2 -
G. The Manager is interested in continuing to direct the Mechanical Division
in the framework of the Company;
H. The parties wish to set up in this contract, exclusively, the conditions of
alliance between them, and the agreements which will apply to the Manager's
work in and for the Company;
I. This contract is being prepared as a personal contract, and as a special
agreement, and it enumerates the parties' mutual rights and obligations.
Therefore, it is hereby declared and agreed between the parties, as follows:
1. PREAMBLE
--------
The preamble to the Agreement is an integral part of it.
2. EMPLOYMENT OF MANAGER AND MANNER OF ITS
---------------------------------------
IMPLEMENTATION
--------------
2.1 The Company will employ the Manager in a senior administrative
position in the framework of its ongoing business activities, in a
manner and in positions which the Company and/or ORBIT INC will
decide from time to time.
2.2 Tasks of the Manager: Manager of ORBIT/FR Engineering Ltd.,
Representative of ORBIT/FR INC in the Company, assisting the Manager
of ORBIT/FR INC on matters of international positioner marketing
(hereinafter: "The Position") in the position of General Manager.
2.3 The Manager will dedicate his time, energy, knowledge, talents,
connections and experience to the Company and for the fulfillment of
his duties, and will do his utmost for the success of the field of
business and of the Company, its interests and business dealings.
-3-
2.4 During the period of his employment in the Company, the Manager will
not be allowed to work and/or to be involved in any way whatsoever
in any business of any kind, either directly or indirectly, as
worker, manager, partner, consultant, etc. for himself and/or for
any third party, unless he receives written prior consent from the
Company, and under conditions which the Company will establish.
2.5 The Manager will be subject to the Company's Board of Directors, to
the Manager of ORBIT/FR INC and to its Board of Directors, and will
execute their instructions, directives and decisions, as will be
received.
2.6 The Manager will work for the good of the Company honestly and
loyally.
OTHER POSITIONS IN THE ORBIT GROUP AND TRANSFER OF POSITION
-----------------------------------------------------------
It is, hereby, agreed that the Company and/or ORBIT/FR INC is permitted to
change the position and definition of responsibility of the Manager upon
decision of the Company's Board of Directors and/or ORBIT/FR INC, and the
Manager is obligated to accept upon himself to serve in the other position
proposed to him by any of them, whether in their framework and/or in any
corporation in which he will find interest (hereinafter: "The ORBIT
Group"), subject to the fact that the position proposed to the Manager will
suit his talents and is with his agreement.
4. OBSERVANCE OF SECURITY AND NON-COMPETITIVENESS
----------------------------------------------
The parties will abide by the instructions in the Appendix to this
Agreement.
5. SALARY AND CONDITIONS OF EMPLOYMENT
-----------------------------------
For the duration of his employ the Manager will be entitled to a salary, as
well as social and associated benefits, as stated below:
-4-
5.1 Salary
------
5.1.1 A monthly salary in the sum of 16,000 NIS (sixteen thousand shekels)
(gross), will be updated in amounts and at times which will be
established by the cost of living index in the private economic
sector.
5.1.2 Once a year, after the end of the calendar year, and not later than
30 days from date of publishing of the Company's financial
statement, the parties will discuss a raise in the Manager's salary,
after examining his performance, contribution to the Company, and
the work plan for the year just beginning.
5.1.3 The Manager's salary as stated in para. 5.1.1 above (called the
inclusive salary") alone will be taken into account for the purpose
of rights according to the law, and no addition or other benefit of
any type and kind will be considered as part of his salary.
5.2 Director's Insurance
--------------------
5.2.1 The inclusive salary will be insured by the Company in a Director's
policy, into which the following sums will be allocated:
5.2.1.1 A sum of 8-1/3% from the inclusive salary will be allocated
for severance pay.
This payment will substitute severance pay according to the
laws of severance pay - 1963. But the parties agree that in
case there will be a difference in sums which have accrued
in the compensation component in the policy - gross and
profit - and between the sum of severance pay and
compensation according to the severance pay law - 1963, and
the employment of the Manager will be terminated under
circumstances which allow him compensation according to the
law and/or under this agreement, the Company will pay the
Manager such difference.
-5-
5.2.1.2 A sum of 5% of the inclusive salary, as an allotment for
remuneration will be allocated by the Company at its
expense.
5.2.1.3 The Manager instructs the Company to deduct from his
inclusive salary a sum of 5% for his part in the allocation
for remuneration and to transfer it to the Director's
Insurance.
5.2.1.4 A sum of 2.5% of the inclusive salary, as an allocation for
insuring loss of work ability, will be allocated by the
Company, as its expense.
5.2.2 Ownership of the policy will be transferred to the Manager, by the
Company, upon termination of his employment in the Company for any
reason whatsoever (whether dismissal or resignation), except if he
will be dismissed for fraud, theft, etc. circumstances under which
the employee is dismissed and is not entitled by law to severance
pay. If the employee is dismissed under circumstances under which a
dismissed employee is not entitled to coverance pay, the Company is
permitted to receive the sum accrued in the compensation component
of the policy.
5.2.3 The employee will be entitled to severance pay, as stated in para.
5.2.1.1 above, also in cases of resignation, except if the
resignation will be tendered under circumstances as detailed in
para. 5.2.2 above.
5.3 Advanced Study Fund
-------------------
5.3.1 The Company will allocate the sum of 7.5% of the inclusive salary
for the Manager in an Advanced Study Fund of the Manager's choice,
and the Manager, hereby, authorized the Company to deduct from his
salary a payment of 2.5% as his contribution.
- 6 -
5.3.2 Upon termination of the relations between the parties, for whatever
reason, except if they terminate under circumstances by which the
dismissed employee is not entitled to severance pay as stated in
para. 5.2.2 above, the Company will instruct the Advanced Study Fund
to make available to the Manager or his representative, the full
sums which have accrued from the allocations of both parties to the
Fund. If the relations terminate under circumstances as stated in
para. 5.2.2 above, the Company will be permitted to reclaim the sums
it allocated to the Fund.
5.4 Vacation, Illness, Rest & Recreation and Army Reserve Duty
----------------------------------------------------------
5.4.1 The Manager is entitled to 23 vacation days per year, including days
of rest. The vacation days will be coordinated in advance with the
Company's Chairman of the Board of Directors, or whoever is
appointed by him. Vacation days not exercised can be accrued up to a
ceiling of 46 days, including rest days. The Manager will take
vacation at least 12 days a year.
5.4.2 The Manager is entitled to a payment for sick days as defined by
law. Sick days not utilized can be accrued up to a maximum of 90
days. It is clarified, hereby, that unused sick days cannot be
exchanged for a monetary payment.
5.4.3 The Manager is entitled to a payment for 10 days of rest and
recreation a year, subject to his leaving on vacation. The rest and
recreation payment sum will be established in the general group
agreement in the economic business sector.
5.4.4 Army Reserve Duty
-----------------
5.4.4.1 The Manager will inform the Company, at the earliest time
possible, regarding every call received for Army reserve
duty. The Manager will submit, subject to Company
requirements, a request for postponement of Army reserve
duty.
5.4.4.2 The Company will pay the Manger his regular salary for time
served on Army reserve duty, and no less than the sums that
it will receive from the National Insurance Institute
(N.I.I.) for the Manager's Army reserve duty.
-7-
5.4.4.3 The Manager will give the Company all the authorizations
necessary to receive compensation for Army reserve duty
from the N.I.I., and will also give to the Company all
monetary compensation that he will receive from any
other source for the Army reserve duty.
5.5 The Law of Work and Rest Hours
------------------------------
The Manager declares that he is aware that the Law of Work and Rest Hours -
1951 does not apply to him, as long as he is in a senior administrative
position, and in a position demanding a certain measure of personal trust.
The Manager will dedicate all the time necessary to fulfill his position
and will not be entitled to a separate payment for overtime work.
5.6 Company Car
-----------
5.6.1 The Company will place at the disposal of the Manager for his work a
suitable car as is customary for a Manager in his position in the
Company.
5.6.2 The car will be the property of the Company, and the Company will
bear all expenses for maintenance, repairs, gasoline, licenses, car
insurance and parking fees.
5.6.3 The Manager will use the car in a professional and careful way, and
will take care of its proper maintenance, all according to the
regulations for use of a car established by the Company from time to
time, and in the absence of such regulations, will drive the vehicle
as he would want someone to drive a car he himself owns.
5.6.4 The Manager will return the car to the Company at the termination of
employer-employee relations between himself and the Company. If the
Manager does not do this, the Company is permitted to take the car
into its possession by itself.
5.6.5 The Manager will also be entitled to use the car for private needs.
5.6.6 The Manager will not be entitled to a lien on the car, not on any
other Company property.
-8-
5.6.7 The Manager will bear all fines and other results from
committing violations of the transportation laws and any
other law by using the car. It is clear that if the
violation was committed by other Company employees, the
Manager will not be thus obligated. The burden of proof
regarding the identity of the driver committing the
violation is placed on the Manager.
5.6.8 The Manager will bear payment of any tax which will be
assessed for the benefit of use of the car, as is customary
in the Company.
5.6.9 The Company will exchange the car every 4 years, or when
the accelerometer reaches 200,000 km., whichever comes
first.
5.7 Telephone and Reimbursement of Expenses
---------------------------------------
5.7.1 The Manager is entitled to receive a cellular phone from
the Company for his use in the fulfillment of his job, and
the Company will bear all expenses therefore.
5.7.2 The Manager will be entitled to full reimbursement for the
telephone and FAX expenses in his home, which are used in
the fulfillment of his job, according to a report and
details which will be given to the Company.
6. BONUS DEPENDANT ON PROFITS
--------------------------
6.1 As long as he remains in his position, the Manager will be entitled
to an annual bonus, whose inclusive cost to the Company is 0.6% (six
tenths of a percent), from the net profits of the field of business,
as long as there are such profits. "Profits" means the annual profit
without capital gains of any sort, before taxes, according to the
audited financial reports of ORBIT/FR INC.
6.2 The annual bonus will be paid no later than 30 days after publishing
of the annual financial statement. Advancements on account of the
annual bonus will be paid subject to authorization of the General
Manager of ORBIT/FR INC.
-9-
6.3 The parties declare that in establishing the bonus level it will be
brought into account that regarding the bonus the Company will not
incur any costs and/or additions and or benefits whatsoever, that
the Company will not bear any additional cost whatsoever, and that
no sums whatsoever will be allocated from it for funds or
remuneration or Director's insurance. The parties agree that if the
condition of things was such that they would establish the bonus
level at a sum that would reflect all the Company's costs, and agree
that if the Company will be required to pay the Manager, or his
representative, severance pay and/or social payments and/or any
other payment on the bonus, the sum of the annual bonus will be half
of the sum stated in para. 6.1 above (50% of the level stated in
para. 6.1).
6.4 In the event that the employer-employee relations will be severed
during and not at the end of a calendar year, the Manager will be
entitled to a relative part of the bonus, whose sum will be a ratio
of the number of days in that part of the year during which
employer-employee relations existed, and 365 days.
7. OWNERSHIP RIGHTS FOR INVENTIONS
-------------------------------
Instructions as stated in the Appendix to this Agreement apply to the
parties in this matter.
8. COMPENSATION AND INSURANCE
--------------------------
8.1 The Company will insure the Manager in a Director's Liability
Insurance for Directors and Officers, as is customary in the
Company.
8.2 The Company will compensate the Manager for any monetary obligation
which will be placed on him regarding reasonable activities, which
he will execute on its behalf, while he is an officer of the
Company, including attorney's fees at a reasonable level, and the
reasonable expenses which the Manager will incur, and all this
subject to provisions of the law, providing that the Manager's
activities are done in a bona fide manner, and for the best
interests of the Company.
- 10 -
9. VALIDITY OF THE CONTRACT AND ITS TERMINATION
--------------------------------------------
9.1 Validity of this Agreement begins from the 1st of January 1997.
9.2 The Company or the Manager are allowed to terminate their
relationship with a written notice which will be tendered 90 days in
advance.
According to Company request the Manager will do a suitable
overlapping with the person replacing him in his job.
9.3 The Company will not be obligated to employ the Manager during the
period of advance notice, partly or wholly, according to its choice.
The Company is permitted to terminate the Manager's work at any time
during the advance notice period, and in this case will pay the
Manager a payment for the advance notice.
9.4 The Company will be permitted to have the Manager go on vacation
according to his accrued vacation days, if there are such, during
the advance notice period, subject to the limitations established by
the law.
9.5 The Company will be permitted to terminate the contract and
employment of the Manager immediately, by written notice, with no
advance notice whatsoever. If termination of employment is under
circumstances in which dismissed employee is not entitled to
severance pay by law, and/or in any case of serious breach of the
obligation of loyalty of the Manager to the Company.
10. MISCELLANEOUS
-------------
10.1 In any case in which a party will not use the rights given to it by
this Agreement or by any law, this will not be considered as a
relinquishment of its given rights, and will be entitled to use
these rights again.
A claim of delay or relinquishment will not be permitted to be used
by the party in breach.
10.2 There will be no validity to any amendment in this Agreement, except
if put in writing and signed by the parties.
-11-
10.3 The headings in this Agreement are placed for convenience only and
will not be used to interpret the provisions of this Agreement.
10.4 Notices which will from one party to the other at the addresses
detailed in the preamble to the Agreement, will be considered as
having arrived at their destinations at the end of five business
days from the day they were sent by registered mail, or two business
days if they were sent by FAX or by courier to be delivered by hand.
And as witness, the parties come to sign
/s/ Xxxxxx Aviv /s/ Xxxxx Pinkasy
----------------------------- -------------------------------
The Company The Manager
Xxxxxx Aviv - Chairman Xxxxx Pinkasy - C.E.O.
APPENDIX TO AGREEMENT
---------------------
Made and signed in Netanya on the 1st day of the month of January 1997
------- -------
Between ORBIT/FR Engineering Ltd.
of 00 Xxxxxxx Xx., Netanya
(hereinafter: "The Company")
Party of the 1st Part
and Between Xxxxx Pinkasy, I.D. No. 50464817
of 0 Xxxxxxxxx Xx., Xxxxxx
(hereinafter: "The Manager")
Party of the 2nd Part
According to the following terms and conditions - Whereas:
A. The Manager is employed by the Company in a senior administrative
position;
B. And the parties wish to establish in this Agreement, as follows, regarding
the obligations of preservation of secrecy of the Company, the Parent
Company, subsidiary companies and affiliated companies, to which the
Manager will be subject, and the limitation of competition and business to
which he will be subject during the period of his employment, and after
termination of work relations between the parties;
C. And the work of the Manager is connected to fields which have a special
character, and which are sensitive and important to the Company, and which
involve access to exclusive knowledge, including vital information for the
success and growth of the Company;
D. And during his work, or because of the nature of his work, the Manager
will obtain knowledge in commercial/economic matters, business matters
and other matters in the fields of activity of the Company and its
subsidiary, including information connected to commercial relations, the
Company's programs, products in planning or under development, production
procedures, work methods, general procedures, lists of those people and
companies connected to it in business contacts, customers, details on
products, technology and financial information;
-2-
Therefore, the parties agree as follows:
1. The preamble to the Agreement is an integral part of it.
2. DEFINITIONS
-----------
The terms listed below have the following definitions in this Agreement:
2.1 "The Company": The Company itself, ORBIT/FR, INC., and also all
-------------
subsidiaries of the Company, or any associated or affiliated company,
together or separately.
2.2 "Gives Services": Whoever gives services to the Company, and anyone
----------------
who was at any time during the 12 months preceding termination of the
Manager's employment, an agent of the Company, or one who gives
services to the Company, as a subcontractor, or consultant, in Israel
or abroad.
2.3 "Employee": An employee of the Company who works for the Company, or
----------
someone who is no longer working for the Company, but 18 months have
not yet passed since termination of his employment, and also an agent
of the Company or someone who was an agent of the Company, but 18
months have not yet passed since termination of his relations with the
Company.
2.4 "Supplier": Someone from whom the Company acquires or has acquired at
----------
any time during the 18 months prior to termination of the Manager's
employ, products or components, or services used for planning, or
development, or production, or sales of the product or technology; and
also someone with whom the Company was in contact at some time during
the 18 months prior to date of termination of the Manager's employ,
regarding negotiations to become a supplier.
2.5 "Customer": Someone to whom the Company sold, during the period of the
----------
Manager's employ, or at any time during the 18 months prior to
termination of the Manager's employ, products or components or
services used for planning, or development, or production, or sales of
the product or technology; and also someone with whom the Company was
in contact at some time during the 18 months prior to date of
termination of the Manager's employ, regarding negotiations to become
a customer.
-3-
2.6 "Sale": Also includes sales promotion, renting, leasing, marketing,
------
sales, mediation, sales consulting, and giving services to the Seller
in sales matters.
2.7 "Product": Software, hardware, technology, or the device which is
---------
planned, developed, manufactured or sold by the Company, whether as a
stand-alone product, or as a major part of another product with which
the Company deals.
2.8 "Company Field of Activity": Engagement in planning, development,
---------------------------
production, acquisition and sales of:
2.8.1 A product is counted during the period of [the
Manager's] employment, as one of the products which was
planned, developed, manufactured or sold by the Company,
or acquired by it for the purpose of selling it, on the
provision that there is written documentation to this
effect.
2.8.2 A product, such as described in para. 2.8.1, which was
planned at some time during the 12 months prior to
termination of the Manager's employ, to be included in
the Company's field of activity;
2.8.3 Antenna Measurement systems;
2.8.4 Any field of activity in which the Company will do
business, or plans to be engaged in, during the time of
the Manager's employ;
2.8.5 Any product which is destined to replace a product, as
stated in paras. 2.8.1 - 2.8.4, or to increase or
decrease the use of such product.
2.9 "Classified Knowledge" or "Secret Information": All knowledge in
----------------------------------------------
matters concerning the Company, whose contents, form or method of
maintenance in the Company, testify that it is mandatory to keep it
classified, or: it is mandatory to keep it secret according to the
rules of secrecy accepted in business, or: that which includes names
of the suppliers, the agents, the employees, or the customers of the
Company, and any item which can influence the conditions of contact
between the Company and one of the above, provided that the knowledge
or information is not general property; and this also includes any
document which contains classified information, as stated above.
-4-
2.10 "Document": In this context refers to the broadest meaning of the
----------
term, and includes all manner of collection, expression or
presentation of information, whether by physical, magnetic, visual or
electronic means, etc., being an original or copy.
2.11 "Competitor": One who is engaged in the same field or business as
------------
the Company.
3. PROPRIETARY AND INTELLECTUAL PROPERTY
-------------------------------------
3.1 The ownership and the rights of full use of every one of the
Manager's "creations", during the period of his employ, in the fields
which concern his work, and which are liable to be used as bearers of
intellectual property rights, belong to the Company.
3.2 It is, hereby, agreed that the Company has proprietary and
intellectual property rights to all classified information, document,
method, sketch or patent, which are found or were found in the
possession of the Manager, or are in his possession, and to every
item which is a part of the property of the Company, which has
reached and/or will reach his possession or come to his attention due
to his position in the Company, or due to his contact with the
Company, and are derived from the Company, or due to his contact with
the Company, and are derived from the Company or the supplier or the
customer (hereinafter: "classified property").
3.3 The Manager is not permitted to keep in his possession classified
property, except in order to fulfill his position in the Company, and
he is obligated to return to the Company all classified property in
his possession, at the time of termination of employment.
3.4 Without derogating from the stated above, the Manger is obligated not
to use classified property for any purpose whatsoever, except for the
aims and good of the Company.
-5-
4. PRESERVATION OF SECRECY
-----------------------
4.1 The Manager will reveal to any individual secret knowledge or
classified information, including the fact of their existence, or their
contents, and will not use in any way for any purpose whatsoever, the
secret knowledge or classified information which he knows about, or
document which is in his possession or that he knows about, except if
all the following accumulated conditions are met: the use or revelation
were permitted by the Company in writing signed by the Chairman of the
Company's Board of Directors, the subject signed writ (document) was
given to the Manager in advance before the information was used or
revealed, and the use or revelation was done only for the good of the
Company and its aims.
4.2 Notwithstanding that which is stated in para. 4.1 above, only during
the period of his employ will the Manger be permitted to use his
judgement regarding a business revelation, in order to fulfill his
position for the benefit of the Company.
In this case he will report to the Chairman of the Board of Directors
in writing regarding revealing of the information within 48 hours of
its revelation.
4.3 The Manager will not transfer, and will not make use of any knowledge
or information which has reached or will reach him due to the
fulfillment of his position in the Company, and which pertain to the
Company, or to one of its owners, or one of its Managers, or one of its
employees, or one of its agents, or one of its customers, and will
preserve secrecy in everything connected businesswise with any of the
aforementioned, and will not reveal to anyone details regarding their
business or their abilities, or other facts about them, and no detail
regarding them which the Company has not permitted to be revealed and
has authorized in writing in advance. All this in the field of business
of the Company or other companies affiliated with ORBIT/FR INC or
ORBIT-ALCHUT TECHNOLIGIES LTD.
4.4 That which is stated in paras. 4.1-4.3 above will apply for the
duration of the period of the Manager's employ. That which is stated
in paras. 4.1 and 4.3 will also apply regarding the 18 months
immediately following the termination of his employ, and after this
period, all the obligations of secrecy, as decreed by all laws will
apply, both in content and scope, as decreed by the law.
-6-
6. BUSINESS LIMITATIONS
--------------------
With his signature on this Agreement, the Manager accepts upon himself,
and is obligated that for 18 months commencing with the date of termination
of his employ:
6.1 To refrain from being employed in the field of activity of the
Company, or in companies affiliated with ORBIT-ALCHUT TECHNOLOGIES
LTD.
6.2 Not to compete with the Company, not to be engaged in competition
with the Company, not to work in the service of one of the Company's
competitors, and not to give services to a competitor, as stated
above.
6.3 Not to establish business contacts with a customer of the Company,
in any matter concerning the field of activity of the Company.
6.4 Not to establish business contacts with a supplier of the Company,
in any matter concerning the field of activity of the Company, or
companies affiliated with ORBIT-ALCHUT TECHNOLOGIES LTD. However,
the existence of business contacts with a supplier, in order to
acquire products which are themselves part of, or a component of,
an end product with which the Company deals, as described in the
terms listed in para. 2.7 above, when the above-mentioned part or
component will be used for end products, which are not in the field
of activity of the Company and on condition that the part or
component acquired does not include a change or characteristic which
was entered into if at the request of the Company, is permitted.
6.5 The limitations according to paras. 6.1 - 6.5 apply in every place in
Israel and the rest of the world.
6.6 Not to establish business relations of any kind with any employee of
the Company, and not to aid in any way, an employee of the Company,
in finding an alternate place of employment to the Company.
The limitations according to this para. apply to the entire period of
employ, and for 18 months immediately following termination of
employ, in every place in Israel and in the world.
-7-
6.7 "Business" or "Existence of Business Contact" in this Agreement
means: all activity having a business character or for business
reasons, permanent or temporary, by the individual himself, or via
someone else, as self-employed, or salaried, or by agents or their
employees, as individuals,or in the framework of the corporation,
including an appeal to establish these contacts, including receiving
services, and giving services, and also consultation or aiding others
to establish business activity, or business contacts, as stated.
7. BREACHES AND RECOURSES
----------------------
7.1 A cardinal breach of this Agreement is as defined by law, and without
derogating from the above, includes breach of all obligations listed
above, which were not rectified within 30 days after requested by the
Company in writing.
7.2 For every cardinal breach, the Manager is obligated:
7.2.1 To pay the Company compensation, as agreed and established in
advance, paying attention to the damage that the parties
foresaw at the time of making the Agreement, as a result of
such breach, according to the higher of the following
alternatives: the sum of $100,000, linked from the date of
making this Agreement until date of payment to the Company,
plus legal interest, or the sum of the damage, proven that it
was caused to the Company by the cardinal breach, or a double
amount of the profit which was derived over a 3-year period
due to the cardinal breach, according to the Company's choice.
7.2.2 Not to claim that the above agreed compensation was
established without reasonable proportion to the damage that
could be forseen at the time of making the contract, or that
the sum should be decreased.
7.2.3 To pay the Company, in addition to the agreed compensation,
full compensation for sums the Company will expend to
discover the cardinal breach of the Agreement (and on
condition that there was such a breach), or in order to
frustrate continuance of the breach, or in order to enforce
the Agreement or claim compensation on its breaching.
-8-
7.3 That which is stated in para. 7.2.1 above will not derogate from
the rights of the Company to xxx immediately (but not in addition)
for the agreed compensation, compensation for the substantial
higher damage according to law, or it is the Company's right to
another recourse that the law allows, including injunctions,
temporary and permanent.
8. Only a writ signed by the Company will be a waiver of the right which has
been established for a party in this Agreement, and amendments to the
Agreement will be made only in writing.
And in witness thereof, the parties come to sign
/s/ Xxxxxx Aviv /s/ Xxxxx Pinkasy
------------------------ -----------------------
The Company The Manager
