Separation Agreement and Release of Claims
Exhibit
10.1
Separation
Agreement and Release of Claims entered
into on January
5,
2005 by
and between Arotech
Corporation,
a
Delaware corporation, and its wholly-owned subsidiary Electric Fuel (E.F.L.)
Ltd., an Israeli limited liability company (together, “Arotech” or the
“Company”), and Avihai
Shen,
an
individual residing at Xxxxxx 0, Xxxxxxx Xxxxx, Xxxxxx (the
“Employee”).
W
I T N E S S E T H
:
WHEREAS,
the
Company and the Employee are parties to (i) an employment agreement dated
September 8, 1999, as amended on November 21, 2002, February 25, 2003 and
October 18, 2004 (as so amended, the “Employment
Agreement”),
(ii) an option amendment agreement dated October 15, 2004, and (iii) an Employee
Non-Disclosure and Non-Competition Agreement dated September 13, 1999 (the
“NDA”); and
WHEREAS,
the
Employee and the Company have agreed to (i) end the Employee’s employment
relationship with the Company on and as of the “Separation Date” (as defined
below), and (ii) issue additional stock options to the Employee, upon the
terms
and conditions herein contained; and
WHEREAS,
For
the
purposes of this Agreement:
(i) the
“Separation Date” shall be and mean March 31, 2006; and (ii) the “Interim
Period” shall mean and refer to the time period between the date of this
Separation Agreement and the Separation Date; and
WHEREAS,
in
return for the consideration provided by the Company to the Employee hereunder,
which consideration includes but is greater than that required by applicable
law
and/or the terms of the Employment Agreement, the Employee has agreed to
grant a
full release of claims to the Company and all other “Released Parties” (as
defined below) upon the terms and conditions herein contained;
NOW,
THEREFORE,
in
consideration of the mutual agreements hereinafter contained, the parties
hereby
agree as follows:
1. Employment
Termination and Representations.
(a) The
Company and the Employee acknowledge and agree that the employment of the
Employee by
the
Company shall end
on
the
Separation Date.
The
parties mutually agree to waive any requirement, whether legal or contractual,
of prior notice of such cessation of employment.
(b) Effective
on and as of the Separation Date, the Employee will cease to hold all offices
and positions (including without limitation membership on the board of directors
where applicable) which he currently holds in the Company and in any and
all of
the Company’s “Affiliates.” For
the
purposes of this Agreement, “Affiliates” shall mean and include any entity that
controls, is controlled by or is under common control with the Company, where
“control” means the direct or indirect beneficial ownership of at least fifty
percent (50%) of the voting equity securities.
(c) The
parties mutually represent and warrant to each other as follows: (i) that
they
have not filed any complaints or charges against each
other or against any of the
“Released Parties” (as defined in Section 5(a) below)
with any
agency or court, domestic or foreign; (ii) that they have not assigned any
claim
released
pursuant to this
Agreement or authorized any other person or entity to assert such claim on
their
behalf; and (iii)
that
they are unaware of any claim by any other person arising out of, or in any
way
connected with, the Employee’s employment relationship with the Company, his
relationship with any of the Company’s Affiliates, or the termination of any of
these relationships under the terms of this Agreement.
2. Employment
Duties During the Interim Period.
(a) During
the Interim Period, the Employee will continue to act as the Company’s Vice
President - Finance and Chief Financial Officer, rendering such business
and
professional services in the performance of his duties, consistent with his
position within the Company, as shall be reasonably assigned to him by the
Board
of Directors, the CEO or the COO of the Company. Notwithstanding the foregoing,
the Employee agrees that he will relinquish the title of Vice President -
Finance and Chief Financial Officer and resign from said offices prior to
the
Separation Date if the Company asks him to do so because it wishes to appoint
a
replacement to assume the position of Vice President - Finance and Chief
Financial Officer. Nothing in the foregoing sentence shall derogate from
the
Company’s obligation to pay the Employee’s salary and related benefits through
and including the Termination Date.
(b) Without
limiting the generality of the foregoing, during the Interim Period the Employee
will:
(i) During
all such times as the Employee shall continue to serve as the Company’s CFO,
sign all regulatory filings required to be signed by a CFO, including without
limitation the Company’s Annual Report on Form 10-K for the year ending December
31, 2005 and related Xxxxxxxx-Xxxxx certifications and all registration
statements and related auditors’ management representation letters; provided,
however,
that
nothing in the foregoing shall require the Employee to violate any relevant
law,
rule or regulation.
(ii) Cooperate
and work with the Company’s new CFO, when hired, to transfer all finance and
accounting functions from the Employee to the Company’s new CFO.
3. Termination
of the
Employment Agreement;
Payments.
(a) The
Company and the Employee agree that
the
Employment
Agreement is hereby terminated effective on and as of
the
Separation Date. Except as otherwise expressly set forth in this Agreement,
the
Company and its Affiliates, on the one hand, and the Employee, on the other
hand, shall henceforth have no further obligations to each other arising
out of
the Employment
Agreement
or
otherwise,
including without limitation in connection with payment of any salary,
severance, expenses, bonus, compensation, benefits, or other sums
due
or which otherwise may have become due to the Employee from the Company or
any
of its Affiliates pursuant to or arising from the Employment Agreement or,
more
generally, the Employee’s employment relationship with, and/or the positions he
held in, the Company, its Affiliates. Notwithstanding the foregoing, the
Employee acknowledges and agrees that he shall continue to be bound by and
comply with those provisions of the NDA and Sections 13 and 14 of the Employment
Agreement, which are to survive the termination of the Employment Agreement
in
accordance with the terms thereof. The provisions of Sections 13 and 14 of
the
Employment Agreement are hereinafter referred to as the “Surviving
Terms.”
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(b) The
Company will provide the Employee with a Severance Payment in the aggregate
amount of $193,452, consisting of the following elements, to be paid in cash
$96,725 within two business days after the date hereof and the remainder,
less
taxes and other customary withholdings (except to the extent that the Employee
provides the Company with a written approval by the Israel IRS to the effect
that no withholding is required), on the Separation Date, such amounts to
be
deposited by the Company to the “Hermon” severance fund managed by Solomon
Shukei Hon Ltd. along with a signed release letter (in Hebrew) dated the
date
hereof in the form attached as Exhibit
3(b)
hereto:
(i) $81,884,
representing statutory
severance under the Israeli Severance Pay Law, 5723-1963, for the Employee’s
employment since September 13, 1999.
(ii) $111,568,
representing contractual severance in the amount of (1) $98,733, which is
7.9
months’ salary at the annual salary rate of $150,000 per year, and (2) $12,835,
which is the value of 7.9 months’ of agreed benefits applicable to an annual
salary rate of $150,000 per year.
(c) The
Employee will continue to accrue vacation time through the Separation Date.
The
Company will pay the Employee $595.20 for each day of the
Employee’s vacation time that remains unused by the Employee at the Separation
Date. The Company and the Employee agree that through the date of this
Agreement, the Employee had accrued 20.41 unused vacation days.
(d) The
Company will release to the Employee all of the amounts that have been and
that
will be accumulated in the Employee’s Manager’s Insurance Fund and Continuing
Education Fund through the Separation Date, all of which will be paid on
the
Separation Date.
(e) The
above
payments do not include payment of salary at
the
annual salary rate of $150,000 per year through the Separation Date, which
will
continue to be paid in arrears through the Separation Date in accordance
with
the Company’s usual and customary practices.
(f) Without
duplication of the foregoing, during the Interim Period the Company will
continue to provide the Employee with the other benefits to which the Employee
is entitled in accordance with the Employment Agreement.
(g) No
later than the Separation Date, the Employee will return to the Company (and
will not keep in his possession or deliver to anyone else) any and all devices
that are Company property, including without limitation PDA, records, data,
notes, and correspondence, whether in written, magnetic or other form, developed
or received by the Employee pursuant to Employee’s employment with the Company
or otherwise belonging to the Company, excepting only the property described
in
Section 5(a) below.
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4. Stock
Options
(a) The
parties agree that on the date hereof the Employee has 619,653 vested stock
options (the “Vested Options”) and 30,000 shares of the Company’s common stock
that were granted to the Employee on December 8, 2004 subject to and contingent
upon his being employed by the Company on December 8, 2006 (the “Restricted
Stock”).
(b) Of
the
Vested Options, 527,177 options are exercisable at exercise prices above
$0.61.
Effective the Separation Date and contingent upon the Company fulfilling
its
obligations under Section 4(d) below, the Employee hereby forfeits and renounces
forever all such options.
(c) With
respect to the remaining 92,476 Vested Options that have exercise prices
at
$0.61 and below, the parties agree that the expiration date of such remaining
Vested Options shall be the second anniversary of the Separation
Date.
(d) Contingent
upon the Company’s receipt on the Separation Date of a Release and
Representation, fully executed by the Employee, in the form of Exhibit
4(d)
hereto,
the Company will grant to the Employee on the Separation Date 170,000 stock
options at an exercise price of $0.42, vesting on the Separation Date, having
a
term expiring on the first anniversary of the Separation Date, and having
such
other terms and conditions as are generally contained in the Company’s standard
form of stock option letter, mutatis
mutandis.
(e) The
Employee agrees to return the share certificate representing the Restricted
Stock to the Company on or prior to the Separation Date, and the Restricted
Stock shall be marked as cancelled and voided on the stock register of the
Company.
5. Discounted
Purchase of Company Property.
(a) Provided
that the Employee remains available to work during the Interim Period as
requested by the Company, and contingent upon (i) his good faith execution
of
any duties assigned to him by the Company during that period, and (ii) the
Company’s receipt on the Separation Date of a Release and Representation, fully
executed by the Employee, in the form of Exhibit
4(d)
hereto,
the Employee shall be entitled to purchase the following property for the
purchase price set forth below, such purchase price to be deducted from the
Severance Payment:
(i) The
Mazda
MPV automobile, license no. 00-000-00,
that is currently in the Employee’s possession, for a purchase price of NIS
40,320;
(ii) The
Company-owned laptop computer and other computer equipment and cellular
telephone equipment that are currently in the Employee’s possession at the
Employee’s residence, for no charge;
(iii) The
frequent flyer points that the Employee has accrued to the Employee’s frequent
flyer accounts while traveling on Company business, for no charge.
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(b) The
Employee agrees that the foregoing constitutes good and adequate consideration
in exchange for his promises, covenants and releases contained
herein.
(c) The
Employee acknowledges that the payments and benefits afforded to him through
this Agreement are greater than any payments, benefits or other consideration
to
which he may presently be entitled, including: (1) pursuant to the Employee
Agreement or any other any express or implied agreement, contract or
understanding with the Company; or (2) under any prior or current the Company
policies, practices or employee benefit plans, including but not limited
to
compensation, vacation, bonus, severance, or other fringe benefit plans.
Further, except as expressly provided in this Agreement, after the Separation
Date, the Employee will not accrue or be entitled to any employee benefit,
bonus, award, vacation, scheduled time off, or other fringe benefit under
any
policy or plan maintained by the Company for full-time employees.
6. Release
of Claims.
(a) For
the
purposes of this Agreement:
(i) “Additional
Consideration” shall mean and include all
benefits and consideration provided to the Employee by this Agreement which
are
not
otherwise required by applicable law or the terms of the Employment Agreement
or
under any prior or current the Company policies, practices or employee benefit
plans.
(ii) “Released
Parties” shall mean and include (1) the Company, (2) its Affiliates, and (3) all
of the Company’s and its Affiliates’ respective shareholders, officers,
directors, employees, agents, representatives, successors and
assigns.
(iii) “Claims”
shall mean and include all manner of actions, causes of action, suits, debts,
covenants, contracts, controversies, agreements, promises, claims and demands,
known and unknown, whatsoever.
(b) In
consideration of the Company’s
obligations under this Agreement, including without limitation the payment
of
the Additional Consideration, the
Employee, on his own behalf and on behalf of his heirs, beneficiaries and
representatives and all others connected with him, does hereby remise, release,
acquit, satisfy, and forever discharge the Released Parties, both individually
and in each of their respective official capacities, of and from all Claims
which Employee ever had, now has, or which any personal representative,
successor, heir or assign of Employee hereafter can, shall or may have, against
any of the Released Parties, by reason of any matter, cause or thing whatsoever,
from the beginning of time to and including the date upon which this
Release
is signed, whether arising from any intentional or unintentional act or
omission, including but not limited to Claims for debts, sums of money, wages,
salary, severance pay, bonuses, compensation, unvested stock options (without
derogating from the Employee’s rights in connection with stock options pursuant
to the terms of this Agreement), vacation pay, sick pay, fees and costs,
attorneys fees, losses, penalties, damages, arising, directly or indirectly,
out
of any promise, agreement
(including
without limitation
the
Employment Agreement), contract, understanding, common law, tort, the laws,
statutes, and/or regulations of the State of Israel or any other jurisdiction,
(i)
the
Severance Payment Law, 5723-1963, Annual Vacation Law, 5711-1951, Protection
of
Wages Law, 5718-1958, Sick Payment Law, 5736-1976, Prior Notice for Dismissal
and Resignation Law, 5761-2001, recreation payment and any and all claims
under
any collective bargaining agreement or extension thereof; (ii) any other
compensation or consideration
as
a
result of employment relations or end of employment relations including without
limitation, manager’s insurance, continuing education fund, pension
compensation, and/or any compensation and consideration resulting from such
relations, or arising out of or connected with his position as a director
of the
Company and/or as a principal in the Company and/or connected with any act
or
vote of the Company’s board of directors, whether by virtue of his position as a
director, officer, employee or shareholder, all pursuant to any Israeli common
law, statute, order, regulation or other requirement (including without
limitation, to the extent applicable, the Companies Ordinance [New Version],
5743-1983, the Companies Law, 5759-1999, the Securities Law, 5728-1968, the
Torts Ordinance [New Version], each as amended from time to time, infliction
of
any tort, or breach of contract, whether actual or implied, or whether oral
or
written) including without limitation any United States federal, state or
local
common law, statute, regulation or other requirement (including without
limitation, to the extent applicable, the General Corporation Law of the
State
of Delaware, the United States Securities Act of 1933, and the United States
Securities Exchange Act of 1934, federal
and state wage and hour laws, federal and state whistleblower laws,
Title
VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Employment Retirement Income Security Act, the
Age
Discrimination in Employment Act, OSHA,
the
Americans with Disabilities Act, the New
York
State Human Rights Laws,
the
New
York
City Human Rights Laws,
the
fair employment practices laws of the state or states in which the Employee
have
been employed by the Company, each as amended from time to time), infliction
of
any tort, or breach of contract, whether actual or implied, or whether oral
or
written. This
releases all Claims including those of which Employee is not aware and those
not
mentioned in this Release. Employee specifically releases any and all Claims
arising out of Employee’s employment with Arotech or the termination thereof and
any and all Claims arising out of the Employment Agreement or the termination
thereof. In
signing this release of claims, Employee acknowledges
that he has been represented by counsel of his choosing prior to signing
this
Release, and that he is signing this Release voluntarily and with full
understanding of its terms.
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(c) In
consideration of the
Employee’s
obligations under this Agreement, including without limitation the release
provided in Section 6(b) above, the Company, on its own behalf and on behalf
of
the other Released Parties, does hereby remise, release, acquit, satisfy,
and
forever discharge the Employee, his heirs, executors, administrators, successors
and assigns, of and from all Claims which the Company ever had, now has,
or
which any successor or assign of the Company hereafter can, shall or may
have,
against the Employee, by reason of any matter, cause or thing whatsoever,
from
the beginning of time to and including the date upon which this Release
is signed, whether arising from any intentional or unintentional act or
omission, including but not limited to Claims for debts, sums of money, fees
and
costs, attorneys fees, losses, penalties, damages, arising, directly or
indirectly, out of any promise, agreement
(including
without limitation
the
Employment Agreement), contract, understanding, common law, tort, the laws,
statutes, and/or regulations of the State of Israel or any other jurisdiction,
all
pursuant to any Israeli common law, statute, order, regulation or other
requirement (including without limitation, to the extent applicable, the
Companies Ordinance [New Version], 5743-1983, the Companies Law, 5759-1999,
the
Securities Law, 5728-1968, the Torts Ordinance [New Version], each as amended
from time to time, infliction of any tort, or breach of contract, whether
actual
or implied, or whether oral or written) including without limitation, to
the
extent applicable, any United States federal, state or local common law,
statute, regulation or other requirement (including without limitation the
General Corporation Law of the State of Delaware, the United States Securities
Act of 1933, and the United States Securities Exchange Act of 1934, each
as
amended from time to time), infliction of any tort, or breach of contract,
whether actual or implied, or whether oral or written; provided,
however,
that
the foregoing Release shall not extend to any intentional breach by the Employee
not known to the Company as of the date of this Agreement of any fiduciary
duty
to any Released Party.
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(d) Nothing
in the foregoing shall be construed to affect the Employee’s present and future
entitlement vel
non to
the
benefits of the Company’s directors’ and officers’ insurance policy in
accordance with the terms thereof.
(e) This
Agreement also constitutes a compromise agreement and notice of final clearance
in according with Article 29 of the Severance Payment Law,
5723-1963.
7. Additional
Covenants.
In
further consideration of the
Additional Consideration, the Employee hereby covenants to, and agrees with,
the
Company as follows:
(a) After
the
Separation Date, the Employee will cooperate fully and in good faith in
assisting in defending any and all pending or future lawsuits against the
Company which arose or may arise from activities which occurred during the
course of his employment. If any such lawsuits arise subsequent to
Separation Date, the Company will compensate the Employee at a rate of the
lesser of $125 per hour or $1,000 per day plus reasonable expenses, including
reasonable attorney’s fees, as necessary.
(b) After
the
Separation Date, the Employee will make himself reasonably available to answer
questions from the Company’s new CFO and others in order to continue the orderly
transition
of responsibility for oversight of all finance and accounting functions from
the
Employee to the Company’s new CFO.
(c) Neither
party will at any time hereafter directly or indirectly (i) disparage the
other
party, its or his Affiliates, or any of their respective products, technology,
reputation or potential, or (ii) take any action which could reasonably be
expected to harm or otherwise cause damage to the other party, its or his
Affiliates or any of the other Released Parties. This covenant is an essential
part of this Agreement.
8. Miscellaneous.
(a) All
notices and other communications required or permitted under this Agreement
shall be in writing and shall be sent by fax transmission to the other party
at
the fax number set forth below, with a copy sent by first class mail or express
courier to said party at the address set forth below, or to such other fax
number and/or address as a party may hereinafter designate by notice to the
other. Notices shall be effective on the date they are sent by facsimile
transmission if the facsimile transmission report confirms receipt by the
receiving fax.
(b) The
laws
of the State of Israel, exclusive of conflict of laws provisions, shall govern
this Agreement in all respects. Any dispute hereunder shall be finally settled
by a binding arbitration held in Tel-Aviv, Israel, in the Hebrew language
(except that witnesses shall be permitted to speak in English), by an arbitrator
to be agreed in writing between the Employee and the Company on or before
the
Termination Date or, in the absence of such agreement, the arbitrator will
be
appointed by the president of the Israeli Chamber of Advocates. This section
constitutes an arbitration agreement. The decision or award of the arbitrators
shall be published to each party and will be final and binding upon all of
the
parties. Each of the parties hereby irrevocably and expressly agrees to comply
promptly and in good faith with any and all such decisions or awards. The
arbitration hereunder shall be the exclusive and conclusive method for resolving
disputes under this Agreement and no court shall have the power to adjudicate
such disputes. The costs of the arbitration, including without limitations
attorneys fees, shall be borne in accordance with the decision of the
Arbitrator.
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(c) If
any
provision of this Agreement, under all the then relevant circumstances, is
held
to be invalid, illegal or unenforceable, the other provisions shall remain
in
full force and effect, and the relevant provision shall automatically be
modified by substituting for the unenforceable provision an enforceable
provision which most closely approximates the intent and economic effect
of the
invalid provision.
(d) This
Agreement shall be binding upon or injure to the benefit of the successors
and
assigns of the Company and the personal representatives, successors, heirs
or
assigns of the Employee.
(e) The
headings contained in this Agreement are intended solely for ease of reference
and shall be given no effect in the construction or interpretation of this
Agreement.
(f) The
preamble to this Agreement constitutes an integral part hereof.
9. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof, and supersedes all prior negotiations and agreements,
whether written or oral, including without limitation the Employment Agreement;
provided,
however,
that
the terms of this Agreement, the NDA and the Surviving Terms of the Employment
Agreement shall remain in full force and effect and shall survive the
termination of the Employment Agreement and any termination, cancellation
or
expiration of this Agreement. This Agreement may be amended, modified, or
supplemented only by a written instrument signed by both of the parties hereto.
No waiver or failure to act by either party with respect to any breach or
default hereunder, whether or not the other party has notice thereof, shall
be
deemed to be a waiver with respect to any subsequent breach or default, whether
of similar or different nature.
IN
WITNESS WHEREOF,
the
parties have executed this Separation Agreement and Release of Claims this
5th
day of
January, 2006.
| Arotech Corporation | ||||
| By: | ||||
| Xxxxxx X. Xxxxxxx |
Avihai
Shen
|
|||
|
Chairman,
President and CEO
|
||||
| Electric Fuel (E.F.L.) Ltd. | ||||
| By: | ||||
| Xxxx Xxxxxx | ||||
|
Chairman
|
||||
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Exhibit
3(b)
[Text
of Release Letter - on Electric Fuel Ltd. Letterhead]
January
5, 2006
Magen
Insurance Company Ltd.
Pension
Fund Branch
Capital
-
Retirement Fund/Education Fund
Xxxxxx
Insurance Company Ltd.
Xxxxxxx
Xxxxxx Hon - Hermon Retirement Fund
Re: Mr.
Avihai Shen, I.D. No. 023555550 - End of Employment
To
Whom
it May Concern:
We
hereby
certify that Mr. Avihai Shen, ID No. 000000000, will finish his employment
with
us on March 31, 2006.
We
hereby
irrevocably release the policies/pension fund/retirement funds/education
fund in
his name.
The
above
amounts released includes severance in the amount of $193,452 that will be
deposited to the “Hermon” severance fund (Solomon Shukei Hon) contingent upon
the approval of the Income Tax Authorities. A total of $96,725 will be deposited
at the beginning of the month of January 2006 and the remainder will be
deposited in April 2006.
Respectfully
yours,
Electric
Fuel (E.F.L.) Ltd.
Exhibit
4(d)
RELEASE
AND REPRESENTATION
All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Separation Agreement and Release of
Claims (the
“Separation Agreement”) entered
into on January
5,
2006 by
and between Arotech Corporation, a Delaware corporation, and its wholly-owned
subsidiary Electric Fuel (E.F.L.) Ltd., an Israeli limited liability company
(together, “Arotech” or the “Company”), and Avihai Shen
(“Releasor”).
In
consideration of the Company’s
obligations under the Separation Agreement, including without limitation
the
payment of the Additional Consideration, Releasor, on his own behalf and
on
behalf of his heirs, beneficiaries and representatives and all others connected
with him, does hereby remise, release, acquit, satisfy, and forever discharge
the Released Parties, both individually and in each of their respective official
capacities, of and from all Claims which Releasor ever had, now has, or which
any personal representative, successor, heir or assign of Releasor hereafter
can, shall or may have, against any of the Released Parties, by reason of
any
matter, cause or thing whatsoever, from the beginning of time to and including
the date upon which this Release
is signed, whether arising from any intentional or unintentional act or
omission, including but not limited to Claims for debts, sums of money, wages,
salary, severance pay, bonuses, compensation, unvested stock options (without
derogating from the Employee’s rights in connection with stock options pursuant
to the terms of this Agreement), vacation pay, sick pay, fees and costs,
attorneys fees, losses, penalties, damages, arising, directly or indirectly,
out
of any promise, agreement
(including
without limitation
the
Employment Agreement), contract, understanding, common law, tort, the laws,
statutes, and/or regulations of the State of Israel or any other jurisdiction,
(i)
the
Severance Payment Law, 5723-1963, Annual Vacation Law, 5711-1951, Protection
of
Wages Law, 5718-1958, Sick Payment Law, 5736-1976, Prior Notice for Dismissal
and Resignation Law, 5761-2001, recreation payment and any and all claims
under
any collective bargaining agreement or extension thereof; (ii) any other
compensation or consideration
as
a
result of employment relations or end of employment relations including without
limitation, manager’s insurance, continuing education fund, pension
compensation, and/or any compensation and consideration resulting from such
relations, or arising out of or connected with his position as a director
of the
Company and/or as a principal in the Company and/or connected with any act
or
vote of the Company’s board of directors, whether by virtue of his position as a
director, officer, employee or shareholder, all pursuant to any Israeli common
law, statute, order, regulation or other requirement (including without
limitation, to the extent applicable, the Companies Ordinance [New Version],
5743-1983, the Companies Law, 5759-1999, the Securities Law, 5728-1968, the
Torts Ordinance [New Version], each as amended from time to time, infliction
of
any tort, or breach of contract, whether actual or implied, or whether oral
or
written) including without limitation any United States federal, state or
local
common law, statute, regulation or other requirement (including without
limitation, to the extent applicable, the General Corporation Law of the
State
of Delaware, the United States Securities Act of 1933, and the United States
Securities Exchange Act of 1934, federal
and state wage and hour laws, federal and state whistleblower laws,
Title
VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Employment Retirement Income Security Act, the
Age
Discrimination in Employment Act, OSHA,
the
Americans with Disabilities Act, the New
York
State Human Rights Laws,
the
New
York
City Human Rights Laws,
the
fair employment practices laws of the state or states in which the Releasor
have
been employed by the Company, each as amended from time to time), infliction
of
any tort, or breach of contract, whether actual or implied, or whether oral
or
written. This
releases all Claims including those of which Releasor is not aware and those
not
mentioned in this Release. Releasor specifically releases any and all Claims
arising out of Releasor’s employment with Arotech or the termination thereof and
any and all Claims arising out of the Employment Agreement or the termination
thereof. In
signing this release of claims, Releasor acknowledges
that he has been represented by counsel of his choosing prior to signing
this
Release, and that he is signing this Release voluntarily and with full
understanding of its terms.
Releasor
represents and warrants to the Company and to each of the Released Parties
as
follows: (i) that he has not filed any complaints or charges against any
of
the
Released Parties with
any
agency or court, domestic or foreign; (ii) that he has not assigned any claim
released
pursuant to the
Employee Agreement or the Separation Agreement or authorized any other person
or
entity to assert such claim on his behalf; and (iii) that he is unaware of
any
claim by any other person arising out of, or in any way connected with, his
employment relationship with the Company, his relationship with any of the
Company’s Affiliates, or the termination of any of those relationships under the
terms of the Separation Agreement.
IN
WITNESS WHEREOF,
the
said Releasor has hereunto set hand and seal on and as of the Separation
Date,
this 31st
day of
March,
2006.
|
Avihai
Shen
|
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2
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