EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of the 1 day of January, 2004, by and
between ZONE4PLAY LTD., a company incorporated under the laws of the State of
Israel and maintaining its principal place of business at 0X Xxxxxxxxx Xxxxxx,
Xxx Xxxx, 00000 Xxxxxx (the "COMPANY") and XX. XXXX XXXXX Israeli I.D. number
009878141 residing at 30/6 Averbuch St. Ramat Hasharon (the "EXECUTIVE").
WHEREAS: The Company is in the business of developing, on a contractual
basis, casino game applications for internet, portable devices and
interactive TV platforms; and
WHEREAS: The Company desires to employ the Executive as the Chief Operations
Officer (the "COO") of the Company, and the Executive represents
that he has the requisite skill and knowledge to serve as the COO of
the Company and he desires to engage in such employment, according
to 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 COO. 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
Chief Executive Officer (the "CEO"). The Executive shall report
regularly to the CEO with respect to his activities.
(c) Excluding periods of vacation, sick leave and military reserve
service to which the Executive is entitled or required, the
Executive agrees to devote his full working time and attention to
the business and affairs of the Company and its subsidiaries as
required to discharging the responsibilities assigned to the
Executive hereunder. During the term of this Agreement, the
Executive shall not be engaged in any 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, for any other person, firm or company without the
prior written consent of the Company.
(d) This Agreement is a personal services agreement governing the
employment relationship between the parties hereto. This Agreement
shall not be subject to any general or special collective employment
agreement relating to executives in any trade or position that is
the same or similar to the Executive's, unless specifically provided
herein.
(e) The Executive's position, duties and responsibilities hereunder
shall be in the nature of management duties that demand a special
degree of personal loyalty and the terms of Executive's employment
hereunder shall not permit application to this Agreement of the Law
of Work Hours and Rest 5711 - 1951. Accordingly, the statutory
limitations of such law shall not apply to this Agreement. The
Executive shall not be entitled to additional compensation from the
Company for working additional hours or working on holidays or
Sabbaths, as required by the Company.
2. BASE SALARY
The Company agrees to pay to the Employee As of April 1,2004 a gross
salary of 17,000.00 New Israeli Shekels ("NIS") per month (the "BASE
SALARY").
The Base Salary shall be payable monthly in arrears, no later than
the 10th day of each month.
3. EXECUTIVE BENEFITS
The Executive shall be entitled to the following benefits in
addition to benefits provided under applicable law:
(a) Sick Leave. The Executive shall be entitled to fully paid sick leave
pursuant to the Sick Pay Law 5736 - 1976.
(b) Vacation. The Executive shall be entitled to an annual vacation of
20 working days per year.
(c) Manager's Insurance. The Company shall obtain on behalf of the
Executive a manager's insurance policy, a pension fund or a
combination thereof (the "MANAGER'S INSURANCE POLICY"), as
determined by the Executive, in the name of the Executive, and shall
fund the Manager's Insurance Policy as follows: 8.33% of the
Executive's Base Salary shall be allocated to severance pay; 5% of
the Executive's Base Salary shall be allocated to pension fund
payments, provided that the Executive contributes an additional 5%
of the Executive's Base Salary; and 2.5% of the Executive's Base
Salary shall be allocated to disability pension payments.
If the Executive chooses a combination of manager's insurance and
pension fund, the contributions to the pension fund shall be as
follows: 8.33% allocated to severance pay; 6% contribution to the
providence fund by the Company; and 5.5% contribution to the
providence fund by the Executive.
Contribution of the Company to the Manager's Insurance Policy shall
be on account of the Company's severance pay obligations.
(d) Continuing Education Fund. The Company shall contribute a sum equal
to 7.5% of the Executive's gross salary toward a continuing
education fund (the "CONTINUING EDUCATION FUND"), provided that the
Executive contributes an additional 2.5% of the Executive's gross
salary to such Continuing Education Fund. Use of the funds in the
Continuing Education Fund shall be in accordance with its by-laws.
(e) Motor Vehicle. The Executive shall be entitled to receive a vehicle
from the Company. Terms and conditions of possession and use of the
vehicle, including insurance and replacement, shall be established
by the Company in accordance with policies established for senior
executives of the Company. Income tax imposed on the Executive in
connection with the use of the vehicle shall be borne by the
Executive. The Executive shall not be entitled to compensation for
fines for traffic violations.
Upon termination of employment of the Executive by the Company or
termination of employment by the Executive, under circumstances
entitling the Executive to severance payments under the law, the
Executive shall be entitled to continued use of the vehicle until
the end of the Notice Period.
(f) Cellular Phone. The Company shall provide to the Executive a
cellular telephone, at the Company's sole cost and expense. Upon
termination of employment of the Executive by the Company or
termination of employment by the Executive, under circumstances
entitling the Executive to severance payments under the law, the
Executive shall be entitled to continued use of the cellular phone
until the end of the Notice Period.
2
(g) Convalescence Payments. The Executive shall be entitled to annual
payments for convalescence in an amount equal to the amount required
by law linked to the cost of living on the date of this Agreement.
(h) Reserve Military Service. The Executive shall be entitled to payment
of his Full Salary for periods in which the Executive is called for
reserve military service, provided that the Executive obtains for
the Company approval to receive the payments due from the Social
Security Institute.
(i) Tax Withholding. All of the amounts stated in this Agreement are
gross amounts and the Company shall withhold the appropriate amounts
for income tax purposes as required by law.
4. TERMINATION
(a) Either party may terminate this Agreement and the employee-employer
relationship between the Executive and the Company at any time upon
thirty (30) days (the "NOTICE PERIOD") written notice to the other
party specifying the effective date of termination (the "TERMINATION
DATE").
(b) During such Notice Period following termination of this Agreement by
the Company, the Executive shall be entitled to compensation
pursuant to Section 2 and to all of the benefits set forth in
Section 3. During such Notice Period following termination of this
Agreement by the Executive, the Executive shall be entitled to
compensation pursuant to Section 2.
(c) During the Notice 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.
5. COMPETITIVE ACTIVITY
During the term of this Agreement and for a period of twelve (12)
months from the Termination Date of this Agreement, the Executive
will not directly or indirectly:
(i) Carry on or hold an 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 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");
(ii) Act as a consultant or executive or officer or in any
managerial capacity in a Competing Business or supply in
competition with the Company or its subsidiaries services
("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 Restricted
Services or products which compete with the products supplied
by the Company or its subsidiaries at the Termination Date; or
(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 to 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.
3
6. 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 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: 0X Xxxxxxxxx Xxxxxx, Xxx Xxxx, 00000 Xxxxxx
The Executive: 30/6 Averbuch St, Ramat Hasharon
7. 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 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.
4
(g) The provisions of Section 5 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.
ZONE4PLAY LTD. /s/ XXXX XXXXX
-----------------------------------
XX. XXXX XXXXX
/s/ XXXXXX XXXXXX
------------------------------
BY: XXXXXX XXXXXX
TITLE: CHIEF EXECUTIVE OFFICER
5
