EXHIBIT 10.8
EMPLOYMENT AGREEMENT
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Entered into this __ day of _____ , 2004
This Employment Agreement (together with its appendices: the
"AGREEMENT"), dated as of July 1, 2004, between ORMAT Technologies, Inc., a
Delaware corporation ("EMPLOYER"), and Dita Bronicki ("Employee");
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Employee has been employed by Ormat Industries Ltd.
("OIL"), Employer's parent company, as its Chief Executive Officer; and
WHEREAS, OIL has undergone a process of reorganization whereby
certain parts of its business have been transferred to its indirect subsidiary,
Ormat Systems Ltd., a fully owned subsidiary of Employer ("OSL"); and
WHEREAS, Employer wishes to retain the services of Employee for
the operation of its businesses in general and of OSL in particular; and
WHEREAS, Employer desires to employ Employee upon the terms and
conditions set forth herein; and
WHEREAS, Employee is willing to be employed by Employer upon the
terms and conditions set forth herein;
A G R E E M E N T S
NOW, THEREFORE, for and in consideration of the foregoing
premises and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, Employer and Employee hereby agree as
follows:
1. EMPLOYMENT. Employer will employ Employee, and Employee will accept
employment by Employer, as its Chief Executive Officer ("CEO"). Employer
may direct Employee to perform services through OSL in which event
Employee shall also serve as CEO of OSL or such other managerial position
in OSL as may be agreed upon. Employee will perform the duties assigned
to her from time to time by the Employer for services for the Employer
and any corporation controlling, controlled by, or under common control
with the Employer (together: "AFFILIATES") and for any business ventures
in which Employer or its Affiliates may participate. The term "CONTROL"
shall have the meaning set forth in the Securities Law, 1968. Employer
acknowledges that OIL and OSL have entered into a services agreement,
according to which OSL has undertook to provide OIL certain corporate,
financial, secretarial and administrative services, including through the
Employee.
It is hereby agreed that Employee may be employed, in addition to its
employment with Employer, by any Affiliate of Employer, on a part time
basis and that in this event, the rights and obligations of Employer
hereunder shall be divided between Employer and
Affiliate, and the provisions of this Agreement will apply on such
employment by Affiliate mutatis mutandis as if such an agreement was
entered into between Employee and the Affiliate. For the removal of
doubt, Employer will guarantee all the Affiliate's undertakings and
obligations towards Employee. Accordingly, it is hereby agreed that as
long as Employer and OSL do not agree otherwise, Employee is employed by
Employer (40%) and OSL (60%) subject however to OSL paying and being
responsible for all Employee's monetary benefits under section 4.3
hereunder.
Employee's regular place of employment is at the facilities of OSL in
Israel but it is agreed that Employee is required to perform frequent
business trips in and out of Israel. Should Employee permanently relocate
abroad, whether she be employed by Employer or by an Affiliate thereof
Employer (in which event, this Agreement shall be assigned to such
Affiliate), this Agreement shall automatically be modified as appropriate
to reflect the jurisdiction in which Employee is to be employed and as
customary in employment agreements which are subject to the same
applicable law of executive officers employed by Employer or the
Affiliate; provided however, Employee's cost of employment due to such
relocation (excluding tax and other compulsory payments applicable
under) shall not be greater than her cost of employment hereunder.
As a managerial employee, Employee is expected to render work in
accordance with the requirements and demands of her executive position
and will not be entitled to any pay for working overtime (including
working beyond eight (8) hours a day, or during weekends, holidays,
etc.). Nor will the Law of Hours of Working and Resting, 1951 apply to
the Employee.
Employee will be required to follow (a) all work and administrative rules
(including procedures for travel expenses reimbursement) of Employer as
in current use and as may be amended from time to time; and (b) all
national or local law, ordinance or regulation of the country in which
Employee's work is performed.
2. ATTENTION AND EFFORT. Employee will devote her full time, ability,
attention and effort to the business of Employer and its Affiliates, and
will skillfully serve their interests during the term of this Agreement.
It is hereby agreed that the Employee may devote part of her time to
other occupations including (i) civic, charitable and other philanthropic
activities (ii) caring for her personal investments (iii) serving on the
board of directors of corporations in which Employer or any of its
Affiliates is invested and (iv) such other occupations as are expressly
approved by the Employer.
3. TERM. The employment of the Employee hereunder shall commence on the date
hereof and continue for a 4 years period through June 30, 2008, at which
time it will automatically extend for an additional period of 4 years,
i.e., until June 30, 2012.
4. COMPENSATION AND BENEFITS. During the term of this Agreement, the
Employer agrees to pay and/or cause OSL to pay to Employee (and to
guarantee OSL's obligations hereunder), and Employee agrees to accept, in
exchange for the services rendered hereunder by her, the following
compensation and benefits:
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4.1 BASE SALARY. Employee's base salary shall be twelve thousands and
five hundred Dollars ($12,500) per month before all customary
payroll deductions payable in accordance with the Employer's
customary payroll procedures. The base salary will be paid with
respect to each month, not later than the 9th of the following
calendar month. The base salary will be paid in US Dollars or in
NIS, at the Employee's choice, and if paid in NIS, will be
calculated in accordance with the representative rate of exchange
of the US Dollar as last published by the Bank of Israel before
the date of payment (the "REPRESENTATIVE RATE"). In any event, the
representative rate of exchange shall not be lower than the
Representative Rate on the date of this Agreement.
4.2 BONUS. Employer will pay Employee, and Employee will be entitled
to receive from Employer, an annual bonus equal to (a) 0.75% of
the Employer's annual consolidated profits (after tax) above
$2,000,000 (two million US Dollars), to be paid by the Employer
and (b) 0.75% of OIL's annual consolidated profits (after tax)
after deducting Employer's annual consolidated profits (after
tax), to be paid by OIL, but in any event no more than the sum
equaling 6 times the annual base salary of Employee. Each part of
the bonus will be paid within 45 days of approval of the
respective Employer's and OIL's annual financial statements by the
respective Board of Directors. Notwithstanding the above, the
audit committee and/or the Board of Directors of OIL shall have
the right, considering OIL's financial condition and/or its
financial results, to reduce the bonus with respect to any
particular year or to resolve that no such bonus shall be paid
with respect to a particular year. This provision shall be deemed
an agreement for the benefit of a third party (OIL), and will
expire once OIL audit committee's approval and/or OIL board of
director's approval is no longer required for employment
agreements between Employer and Employee.
4.3 BENEFITS. Employee shall be entitled to additional benefits as
specified in APPENDIX 4.3 attached to this Agreement.
4.4 NO OTHER PAYMENTS. This Agreement describes all payments,
compensation and benefits to which Employee is entitled from
Employer and its subsidiaries, and no other allowances or bonuses
will be paid except as expressly approved by the Board of
Directors of Employer, and any other approval required by
applicable law.
5. TERMINATION.
5.1 Without derogating from the provisions of Section 3 above, each
party may terminate this Agreement and the employment of Employee
hereunder by providing the other party with a 180 days' written
notice prior to the end of the respective term (the "Prior Notice
Period"). Employer may relieve the Employee from the obligation to
work during the Prior Notice Period, all or any part thereof, or
terminate this Agreement prior to the termination of the Prior
Notice Period, provided however that in any event, it will pay
Employee all the salary, bonus (including on a pro-rata basis, if
termination occurs in mid-year) and other compensation and
benefits set forth in this Agreement for the entire Prior Notice
Period. Notwithstanding the above, in the event of a Change of
Control, as defined hereunder, Employee shall have the right,
exercisable at any time during a period of 180 days from the
Change of Control becoming effective, to terminate the employment
by a 90 days prior written notice.
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5.2 In the event of termination of this Agreement whether by Employer,
whether by Employee (except under the circumstances described in
section 5.4 hereunder), Employee (or the Employee's estate, as
applicable) shall be entitled to assignment to Employee of
ownership of her Executive Managers' Insurance Policy ("MANAGERS'
INSURANCE POLICY") and monies accumulated therein, and payment of
the difference, if any, between the sums accumulated in such
Managers' Insurance Policy on account of the Employee's severance
pay, and the amount of severance pay Employee is entitled to based
on her last base salary multiplied by the number of years of her
seniority with Employer as specified in section 5.5 hereunder.
5.3 In any event, Employee shall be entitled to:
(i) Payment of accrued vacation which remained unused
on the date of termination of this Agreement.
(ii) The Employee's share in the Managers' Insurance
Policy (i.e., those funds which originate from
deductions made from Employee's base salary).
(iii) All monies accumulated in the Employee's
Educational Fund.
5.4 Notwithstanding the above, in circumstances under which Employee
is convicted of a criminal offence constituting an act of moral
turpitude, Employer may terminate this Agreement immediately,
without giving any prior written notice and with no other
obligation, and Employee shall not be entitled to the benefits
listed in sections 5.2 above, but will be entitled to the benefits
listed in section 5.3 above.
5.5 SENIORITY. Employee commenced employment with an Affiliate of
Employer in 1966. Employee's seniority with Employer will be
deemed to include Employee's period of employment with Employer
and any Affiliates, for all intents and purposes, including for
rights depending on seniority, such as, but not limited to,
severance pay, vacation and other matters.
6. CHANGE IN CONTROL.
6.1 DEFINITION OF "CHANGE IN CONTROL" AND "GOOD REASON".
A "CHANGE IN CONTROL" shall be deemed to have occurred if:
(i) any person (except a publicly traded depository
trust company or other similar nominees holding
shares for their public beneficial owners) holds
or becomes the holder_(as that term is defined in
the Securities Law, 1968) of 50% or more of the
combined voting power of the then outstanding
voting securities entitled to vote generally in
the election of directors ("Voting Securities") of
Employer or of OIL, excluding, however, if such
holdings is the result of any of the following:
(a) any acquisition directly from the Employer or
from OIL, other than an
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acquisition by virtue of a public offering or by
virtue of the exercise of a conversion privilege
unless the security being so converted was itself
acquired directly from the Employer, or (b) any
acquisition by the Employer; or if
(ii) more than 50% of the members of the Board of
Directors of the Employer shall not be Continuing
Directors, which term, as used herein, means the
directors of Employer (a) who were members of the
Board of Directors of Employer on July 1, 2004 or
(b) who subsequently became directors of Employer
and who were elected or designated to be
candidates for election as nominees for the Board
of Directors, or whose election or nomination for
election by Employer's stockholders was otherwise
approved, by a vote of 75% of the Continuing
Directors then on the Board of Directors but shall
not include, in any event, any individual whose
initial assumption of office occurs as a result of
either an actual or threatened election contest
(as such terms are used in Rule 14(a)-11 of
Regulation 14A promulgated under the US Securities
Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on
behalf of a person other than the Board of
Directors; or if
(iii) Employer shall be merged or consolidated with, or,
in any transaction or series of transactions,
substantially all of the business or assets of
Employer shall be sold or otherwise acquired by,
another corporation or entity unless, as a result
thereof, (a) the stockholders of Employer
immediately prior thereto shall beneficially own,
directly or indirectly, at least 60% of the
combined Voting Securities of the surviving,
resulting or transferee corporation or entity
(including, without limitation, a corporation that
as a result of such transaction owns Employer or
all or substantially all of Employer's business or
assets either directly or through one or more
subsidiaries) ("NEWCO") immediately thereafter in
substantially the same proportions as their
ownership immediately prior to such corporate
transaction, (b) no person holds, directly or
indirectly, 50% or more of the Voting Securities
of Newco immediately after such corporate
transaction except to the extent that such
ownership of Employer existed prior to such
corporate transaction and (c) more than 50% of the
members of the Board of Directors of Newco shall
be Continuing Directors; or if
(iv) the stockholders of the Employer or of OIL approve
a complete liquidation or dissolution of Employer
or of OIL.
"GOOD REASON" shall be deemed to have occurred only if
Employee terminates employment for any of the following
reasons:
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(i) a reduction by Employer in Employee's base salary
as in effect at the time of a Change in Control
plus all increases therein subsequent thereto, or
a reduction in the Employee's bonus as in effect
at the time of Change in Control plus all
increases therein subsequent thereto, or a change
in the manner of computation of Employee's annual
bonus that is adverse to Employee;
(ii) the assignment to Employee of any duties
inconsistent with Employee's position, duties,
responsibilities and status with the Employer at
the time of the Change in Control, or any material
reduction in Employee's authority or
responsibilities from those assigned at the time
of the Change in Control, or a change in the
Employee's title or offices as in effect at the
time of the Change in Control, or any removal of
the Employee from, or any failure to re-elect the
Employee to, any of such positions, except in
connection with the termination of the Employee's
employment by the Employer for reason of the
Employee's Disability or under the circumstances
described in section 5.4 above. "DISABILITY" shall
mean that the Employee has become physically or
mentally disabled, whether totally or partially,
so that Employee prevented from performing the
essential functions of Employee's position for
more than 90 consecutive days; or
(iii) the relocation of the Employee's office to a
location more than 60 miles from its location at
the time of a Change in Control or the Employer
requiring the Employee to be based anywhere other
than at such office, except for required travel
for Employer's business to an extent substantially
consistent with Employee's business travel
obligations at the time of a Change in Control.
The Employee must provide a notice in writing to the Employer
which shall set forth the specific "Good Reason" relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's
employment under the provision so indicated.
6.2 COMPENSATION UPON CHANGE IN CONTROL.
(i) If, within three years following a Change in
Control, the employment of the Employee is
terminated by the Employer other than for
Disability or under circumstances described in
section 5.4 above or if the Employee terminates
her employment for Good Reason (all subject to
section 5 above) or if, within 180 days following
a Change in Control, Employee terminates the
employment pursuant to section 5.1 above, then
Employer shall pay to the Employee as a lump sum
on the fifth business day following Employee's
last day worked the amounts in clauses (a) through
(d) below:
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(a) the Employee's full unpaid base salary
accrued through the date of termination of
this Agreement;
(b) in lieu of any further salary payments for
periods subsequent to the date of termination
of this Agreement, payment of the Employee's
monthly base salary at the time of the Change
in Control plus any increases therein
multiplied by 24;
(c) in lieu of any future annual bonus payments
(except as provided in clause (d) below) the
average of the annual bonus paid to the
Employee for the two years immediately
preceding the Change in Control multiplied by
two; and
(d) a portion of the annual bonus for the year in
which the termination of employment occurs,
paid within 45 days after approval of the
consolidated audited financial statements for
that year by Employer's Board of Directors
and by OIL's Board of Directors, with the
amount thereof multiplied by a fraction, the
numerator of which is the number of days in
the year through the date of termination of
employment and the denominator of which is
365, and any unpaid annual bonus for any
completed year.
(ii) If, within three years following a Change in
Control, the Employer shall terminate the
Employee's employment (other than for Disability
or under circumstances described in section 5.4
above) or if, within 180 days following a Change
in Control, Employee terminates the employment
pursuant to section 5.1 above, or if the Employee
terminates her employment for Good Reason, the
Employer shall maintain in full force and effect,
for the Employee's continued benefit for a two
year period after her last day worked, or until
Employee obtains new employment, whichever is
earlier, all employee health, accident, life
insurance, disability and other employee welfare
benefit plans, programs or arrangements (including
pension accruals and loss of work capacity
insurance payments to Employee's Managers'
Insurance Policy) in which Employee was
participating immediately prior to the date of the
Change in Control plus all improvements therein
subsequent thereto, provided that the continued
participation of the Employee is not prohibited
under the terms and provisions of such plans,
programs and arrangements. In the event that the
Employee's participation in any such plan, program
or arrangement is prohibited, the Employer shall
arrange to provide the Employee with benefits
substantially similar to those that the Employee
would have been entitled to receive under such
plan, program or arrangement if she had remained a
participant for such additional period.
(iii) In the event the employment of the Employee is
terminated by Employer other than for Disability
and other than under
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circumstances described in section 5.4 above, and
a Change in Control occurs within six months
thereafter, the Employee shall then be entitled to
compensation under this Section 6.2 reduced by any
compensation previously received under Section
5.1.
7. NON-COMPETITION AND NON-SOLICITATION.
7.1 APPLICABILITY. This paragraph 7 shall survive the termination of
Employee's employment with Employer except that Sections 7.2 and
7.3 shall terminate and be of no effect if Employee terminates her
employment subsequent to a Change in Control for Good Reason or if
Employment is terminated by Employer except (i) under
circumstances described in section 5.4 above or (ii) due to a
material violation of this Agreement by Employee.
7.2 SCOPE OF NON-COMPETITION. Employee agrees that she will not,
directly or indirectly, during her employment and for a period of
one year from the date on which her employment with Employer
terminates, be employed by, consult with or otherwise perform
services for, own, manage, operate, join, control or participate
in the ownership, management, operation or control of or be
connected with, in any manner, any Competitor (as hereinafter
defined) unless released from such obligation in writing by
Employer. A "COMPETITOR" shall include any entity which competes
with Employer in the geothermal and waste heat field (and
industries set forth in an addendum to this Agreement, from time
to time) worldwide, or any entity which is developing energy
products or services that will be in competition with the energy
products or services of Employer. Employee shall be deemed to be
connected with a Competitor if such Competitor is (a) a
partnership in which she is a general or limited partner or
employee, (b) a corporation or association in which she is a
shareholder, officer, employee or director, or (c) if Employee is
a member, consultant or agent of such Competitor; provided,
however, that nothing herein shall prevent the purchase or
ownership by Employee of shares which constitute less than five
percent of the outstanding equity securities of a publicly or
privately held entity, if Employee has no other relationship with
such entity.
7.3 SCOPE OF NONSOLICITATION. Employee shall not intentionally,
directly or indirectly solicit, influence or entice, or attempt to
solicit, influence or entice, any employee or consultant of
Employer to cease his relationship with Employer or solicit,
influence, entice or in any way divert any customer, distributor,
partner, joint venturer or supplier for Employer to do business or
in any way become associated with any Competitor to the detriment
of Employer. This Section 7.3 shall apply during the time period
described in Section 7.2 hereof.
7.4 NONDISCLOSURE: RETURN OF MATERIALS. During the term of her
employment by Employer and following termination of such
employment, Employee will not disclose (except as required by her
duties to Employer), any Confidential Information (as defined
below) to any third party. All documents, procedural manuals,
guides, specifications, plans, drawings, designs, computer
programs and similar materials, lists of present, past or future
customers, customer proposals,
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invitations to submit proposals, price lists and data relating to
pricing of Employer's products and services, records, notebooks
and similar repositories of or containing any Confidential
Information (including all copies thereof) coming into Employee's
possession or control by reason of Employee's employment by
Employer, whether prepared by Employee or others; (i) are the
property of the Employer, (ii) will not be used by Employee
intentionally in any way adverse to Employer, (iii) will not be
removed from Employer's premises or photocopied (except as
Employee's employment by Employer shall require) and (iv) at the
termination of Employee's employment, will be left with, or
forthwith returned to, Employer.
As used in this Agreement, "Confidential Information" shall mean
secret or proprietary information of whatever kind or nature
disclosed to Employee or becoming known to Employee (whether or
not invented, discovered or developed by Employee), at any time
during Employee's employment by Employer or her previous
employment by Employer's Affiliates as a consequence or through
such employment. Such secret or proprietary information shall
include information relating to design, manufacture, application,
know-how, research and development relating to Employer's present,
past or prospective products, sources of supplies and materials,
operating and other cost data, lists of present customers,
customer proposals, price lists and data relating to pricing of
Employer's products or services. Such secret or proprietary
information shall specifically include, without limitation all
information contained in Employer's manuals, memoranda, formulae,
plans, drawings and designs, specifications, data supply sources,
computer programs and records, legends or otherwise identified by
Employer as confidential information.
Confidential Information shall not, however, include information
which is now or hereafter becomes generally known or available in
the industry or to the public through no act on the part of
Employee, is received by Employee from another person that is (to
Employee's knowledge) free to disclose the same without
restriction, or is independently developed by a third party who
(to Employee's knowledge) has had no access to that or similar
Confidential Information as disclosed pursuant to this Agreement.
Employee's obligations under this Section 7.4 shall terminate
three (3) years after the termination of Employee's employment.
7.5 RIGHTS TO INVENTIONS.
(i) The know-how, Inventions (as defined below) and
such other data that will be developed during
Employee's employment, and all modifications
thereof even if made after termination of
Employee's employment, shall belong to Employer,
and Employer will be the sole and exclusive owner
of any and all right pertaining thereto.
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(ii) Employee shall keep signed, witnessed and dated
records of any and all ideas, inventions,
improvements and discoveries (whether or not
patentable), made, conceived or first reduced to
practice by Employee in the course of her
employment under this Agreement, together with all
supporting evidence such as notes, sketches,
drawings, models and data pertaining thereto.
Employee shall promptly make full disclosure to
Employer of any Inventions or modifications
thereof. At the time of this Agreement, Employee
has not been issued any patents for any device,
process, design or invention of any kind which may
be used by or needed by Employer in connection
with Employer's activities, services, and product
and which she has not assigned to Employer and
duly recorded in the United States Patent Office.
Employee agrees that all inventions developed by
Employee while she was employed by Employer and
prior to the date of this Agreement while she was
employed by Employer's Affiliates are the property
of Employer and subject to the terms of this
paragraph 7.5.
(iii) Employer will have the right to submit patent
applications based on such inventions. Such
patents will identify the original inventors, as
required by patent law in the United States, and
also in other countries, even if not required by
law.
Employee shall, at Employer's expense, promptly
execute formal applications for patents and also
do all other acts and things (including, among
other, executing and delivering instruments of
further assignments, registration, assurance or
confirmation) deemed by Employer necessary or
desirable at any time or times in order to effect
the full assignment to Employer of Employee's
rights, title, and interest to such Inventions
and/or modifications, without payment therefore
and without further compensation beyond Employee's
agreed compensation for employment. The absence of
a request by Employer for information, or for the
making of an oath, or for the execution of any
document, shall in no way be construed to
constitute a waiver of the rights of Employer.
Should Employer determine that it has no intent to
make a patent application for an Invention, and
that it has no reason to keep such inventions
confidential, Employee will have the right, after
receiving Employer's approval in writing, to
pursue patent application at its own risk and
expense. It is expressly understood that Employer
may withhold such approval as it deems necessary
at its sole discretion.
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(iv) As used in this Agreement, "INVENTIONS" shall mean
those discoveries, developments, inventions and
works of authorship, whether or not patentable,
relating to Employer's present, past or
prospective activities, services and products,
which activities, services and products are known
by Employee at any time during Employee's
employment by Employer as a consequence of such
employment, including any patents, models, trade
secrets, trademarks, service marks, copyrightable
subject matter and any copyrights therein,
proprietary information, design of a useful
article (whether the design is ornamental or
otherwise), computer programs and related
documentation, and other writings, code,
algorithms and information and related
documentation and materials which the Employee has
made, written or conceived or may make, write or
conceive, during Employee's employment by
Employer, either solely or jointly with others,
and either on or off Employer's premises (a) while
providing services to Employer, or (b) with the
use of time, materials or facilities of Employer,
or (c) relating to any Employer's product, service
or activity of which Employee has knowledge, or
(d) suggested by or resulting from any work
performed by or for Employer. Such term shall not
be limited to the meaning of "invention" under the
United States patent laws.
7.6 EQUITABLE RELIEF. Employee acknowledges that the provisions of
this paragraph 7 are essential to Employer, that Employer would
not enter into this Agreement if it did not include this paragraph
7 and that losses sustained by Employer as a result of a breach of
this paragraph 7 cannot be adequately remedied by damages, and
Employee agrees that Employer, notwithstanding any other provision
of this Agreement, and in addition to any other remedy it may have
under this Agreement or at law, shall be entitled to injunctive
and other equitable relief, without the necessity for posting a
bond, to prevent or curtail any breach of any provision of this
Agreement, including, without limitation, this paragraph 7.
7.7 DEFINITION OF EMPLOYER. For purposes of Sections 7.2 and 7.3
hereof, "EMPLOYER" shall include all Affiliates of Employer, and
any business ventures in which Employer or its Affiliates may
participate.
8. SEVERABILITY. To the extent any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect, it shall be considered
deleted herefrom, and the remainder of such provision and of this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision (or portion thereof) had never been contained herein. In
furtherance and not in limitation of the foregoing, should the duration
or geographical extent of, or business activities covered by any
provision of this Agreement be in excess of that which is valid and
enforceable under applicable law, then such provision shall be construed
to cover only that duration, extent or activities which may validly and
enforceably be covered.
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9. FORM OF NOTICE. All notices given hereunder shall be given in writing,
shall specifically refer to this Agreement and shall be personally
delivered or sent by telecopy or other electronic facsimile transmission
or by registered or certified mail, return receipt requested, at the
addresses set forth below;
If to Employee: Dita Bronicki
0 Xxxxx Xxxxxx
Xxxxx, Xxxxxx
If to Employer: Ormat Technologies Inc.
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
XXX
If notice is mailed, such notice shall be effective after 10 days of
mailing; if notice is personally delivered, it shall be effective upon
receipt; and if sent by electronic facsimile transmission, it shall be
effective on the following business day.
10. WAIVERS. No delay or failure by any party hereto in exercising,
protecting or enforcing any of its rights, titles, interests or remedies
hereunder, and no course of dealing or performance with respect thereto,
shall constitute a waiver thereof. The express waiver by a party hereto
of any right, title, interest or remedy in a particular instance or
circumstance shall not constitute a waiver thereof in any other instance
or circumstance. All rights and remedies shall be cumulative and not
exclusive of any other rights or remedies.
11. AMENDMENTS IN WRITING. No amendment, modification, waiver, termination or
discharge of any provision of this Agreement, nor consent to any
departure therefrom by either party hereto, shall in any event be
effective unless the same shall be in writing, specifically identifying
this Agreement and the provision intended to be amended, modified,
waived, terminated or discharged and signed by Employer and Employee.
12. APPLICABLE LAW. Subject to Section 1 hereof, this Agreement shall be in
all respects, including all matters of construction, validity and
performance, be governed by, construed and enforced in accordance with,
the laws of the State of Israel, without regard to any rules governing
conflicts of laws.
13. MITIGATION. The Employee shall not be required to mitigate the amount of
any payment made after termination of employment by seeking other
employment or otherwise, nor shall the amount of any such payment by the
Employer be reduced by any compensation earned by the Employee as the
result of employment by another employer after termination of employment
or by any other compensation except as provided in Section 6.2(ii).
14. SUCCESSORS. The Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or a
majority of the business or assets of the Employer, by agreement in form
and substance reasonably satisfactory to the Employee, expressly to
assume and agree to perform this Agreement in the same manner and to the
same extent as the Employer would be required to perform it if no such
succession had taken place. Failure of the Employer to obtain such
agreement prior to the
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effectiveness of any such succession shall be a breach of this Agreement
and shall entitle the Employee to compensation under Section 6.2 in the
same amount and on the same terms as the Employee would have been
entitled to hereunder if the Employee had given a notice of termination
for Good Reason as of the day immediately before such succession became
effective and had specified that day in her notice. As used in this
Agreement, "Employer" shall mean the Employer as defined in the first
sentence of this Agreement and any successor to all or substantially all
its business or assets or which otherwise becomes bound by all the terms
and provisions of this Agreement, whether by the terms hereof by
operation of law or otherwise. This Agreement shall inure to the benefit
of and be enforceable by the Employee and her personal or legal
representatives and successors in interest under this Agreement.
15. HEADINGS. All headings used herein are for convenience only and shall not
in any way affect the construction of, or be taken into consideration in
interpreting, this Agreement.
16. ENTIRE AGREEMENT. This Agreement on and as of the date hereof constitutes
the entire Agreement between Employer (and/or Affiliates) and Employee
with respect to the subject matter hereof and all prior or
contemporaneous oral or written communications, understandings or
agreements between Employer (and/or Affiliates) and Employee with respect
to such subject matter are hereby superseded and nullified in their
entireties.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed and entered into
this Agreement on the date set forth above.
EMPLOYEE:
-----------------------------
EMPLOYER:
BY:__________________________
TITLE:_______________________
I, Ormat Systems Ltd., hereby give my consent to employ Employee (on a 60%
basis) under the terms and conditions set forth in the above employment
agreement, and to otherwise be liable to my undertakings under the
Employer-Employee employment agreement set forth above, including under sections
1 and 4 above.
-----------------------
Ormat Systems Ltd.
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APPENDIX 4.3 - BENEFITS
-----------------------
1. VACATIONS:
1.1 30 days fully paid annual vacation. The annual vacation days may
be accrued unlimitedly.
1.2 10 Recovery days ("Dmei Havra'ah") each year, to be paid in
accordance with the customary rate in OSL.
1.3 90 days of fully paid sickness leave each year. Provided however,
the Employee shall not be entitled to her base salary during such
sickness leave, if and to the extent she is entitled to payments
under a Loss of Working Capacity Insurance Policy. The days of
sickness leave may be accrued with no limitation (subject to
Employer's rights hereunder) but they may not, in any event, be
redeemed or cashed by Employee.
2. VEHICLE:
2.1 Employer shall provide Employee with an executive automobile of
licensing group 6, which shall be new or not more than 3 years
old, of a make and model acceptable to Employee and Employer, as
well as a mobile phone.
2.2 Employer shall bear all costs involved in the use and maintenance
of the automobile and the mobile phone, except the grossing up of
taxes imposed on Employee as a result of such benefits, and
except traffic or parking fines.
3. EXECUTIVE MANAGERS' INSURANCE POLICY AND SEVERANCE PAY: Employer shall
insure Employee under Pension Insurance Plans ("the plans") chosen by the
Employee, as follows:
3.1 Employer shall pay to the plans an amount equal to 13.33% of the
Employee's base salary (8.33% towards severance pay and 5%
towards pension pay) as well as an amount equal to up to 2.5% of
the Employee's base salary to insure loss of working capacity.
Upon any increase in Employee's base salary, Employer shall pay
the plans such amounts as required for the sums accumulated under
the Policy, on account of the Employee's severance pay, to equal
at all times the amount of severance pay Employee is entitled to
based on her last salary and her seniority with the Ormat Group
(as determined in Section 5.5 to the Agreement).
3.2 In addition, Employer shall deduct 5% from Employee's base salary
and transfer such amount to the plans (towards pension pay).
4. EDUCATIONAL FUND ("KEREN HISHTALMUT"): Employer shall pay to an
Educational Fund chosen by Employee up to an amount equal to 7.5% of
Employee's base salary (but no more than the salary limit exempt from tax
under current tax law), as well as deduct up to
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2.5% from Employee's base salary (but in any event no more than the
salary limit exempt from tax under current tax law) and transfer such
amount to the Fund.
5. REIMBURSEMENT OF EXPENSES: Employee shall be entitled to reimbursement
for reasonable out-of-pocket expenses incurred by Employee in connection
with her employment with Employer, including for travel, professional
literature, hosting, newspapers etc.. The reimbursement shall be effected
against the presentation of proper invoices. In addition, Employee shall
be entitled to reimbursement of her home telephone expenses, including
the grossing up of the taxes imposed on such benefit.
6. OTHER: other benefits customary to all employees of the Ormat Group, such
as dental insurance, annual medical check ups, etc..
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