EXHIBIT 10.7
EMPLOYMENT AGREEMENT
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 Xxxxxx Xxxxxxxx ("EMPLOYEE");
W I T N E S S E T H :
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WHEREAS, Employee has been employed by Ormat Industries Ltd. ("OIL"), Employer's
parent company, as a key officer and is the chairman of the board of directors
of OIL; 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 Technology Officer ("CTO"). Employer
may direct Employee to perform services through OSL in which event
Employee shall also serve as the CTO of OSL or such other managerial
position in OSL as may be agreed upon. Employee will perform the duties
assigned to him 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 OSL and OIL 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.
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 he be employed by Employer or by an Affiliate thereof (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;
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provided however, Employee's cost of employment due to such relocation
(excluding tax and other compulsory payments applicable under law) shall
not be greater than his cost of employment hereunder.
As a managerial employee, Employee is expected to render work in
accordance with the requirements and demands of his 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 his 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 his time to
other occupations including (i) civic, charitable and other philanthropic
activities (ii) caring for his 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 him, the following
compensation and benefits:
4.1 BASE SALARY. Employee's base salary shall be ten thousand three
hundred and thirty three US Dollars ($10,333) 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
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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.
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 his 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 his last base salary multiplied
by the number of years of his 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
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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 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
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(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:
(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
is 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, within 180 days
following a Change in Control, Employee terminates the
employment pursuant to section 5.1 above or if the
Employee terminates his employment for Good Reason (all
subject to section 5 above), then Employer shall pay to
the Employee as a lump sum on the fifth business day
following his 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
his 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 his 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 he 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
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.
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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 his
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 he will not,
directly or indirectly, during his employment and for a period of
one year from the date on which his 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 he is a general or limited partner or
employee, (b) a corporation or association in which he 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 NON-SOLICITATION. 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 his
employment by Employer and following termination of such
employment, Employee will not disclose (except as required by his
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, 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.
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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 his 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.
(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 his
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 he has not
assigned to Employer and duly recorded in the United States
Patent Office. Employee agrees that all inventions developed
by Employee while he was employed by Employer and prior to
the date of this Agreement while he was employed by
Employer's Affiliates are the property of Employer and
subject to the terms of this paragraph 7.5.
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(ii) 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.
(iii) 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
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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.
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: Xxxxxx Xxxxxxxx
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.
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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 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 his
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 his
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 the provisions of section 4 of
the above employment agreement:
-----------------------
Ormat Systems Ltd.
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APPENDIX 4.3 - BENEFITS
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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 his base salary
during such sickness leave, if and to the extent he 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). 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 his last salary
and his 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 in any event no more than the salary limit
exempt from tax under current tax law), as well as deduct up to 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 his 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 his 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..
