[LOGO]
ScanVec -Amiable Inc. Atidim Xxxxxxxxxx Xxxx, X.X. Xxx 00000,
Xxx-Xxxx 00000, Xxxxxx, Tel: 000-0-0000000 Fax: 000-0-0000000
-------------------------------------------------------------
EMPLOYMENT AGREEMENT
Drawn up and signed on the 5th of September, 2000
BETWEEN: Scanvec Amiable Inc.
Xx Xxxxxxxxxxxxx Xxxxx Xxx, Xxxxx #000
Xxxxxxxxxxxx, XX 00000
(hereinafter: the "Company")
of the one part
AND: Xx. Xxxxx Xxxxx
(hereinafter: the "Employee") of the other part
WHEREAS the Employee is employed by the Company as of March 16, 2000 in the
position of President and CEO of the Company; and
WHEREAS the Employee and the Company desire to establish and set out in writing
the terms of employment of the Employee, as provided hereinafter in this
Agreement:
Therefore, the parties hereby agree as follows:
1. Preamble
A. The Preamble and Appendices hereto form an integral part of this Agreement.
B. The parties hereby declare that there is no impediment of any kind to their
signing this Agreement.
C. This Agreement embodies all of the understandings, agreements and
representations between the parties, and no party shall be heard on the
contention of any understanding, agreement or representation not mentioned
in the Agreement.
D. The clause headings are solely for the sake of convenience and no
significance shall be attributed to them in the interpretation of the
Agreement.
2. General
A. The Employee shall be employed by the Company in the position of President
and CEO.
B. The Employee declares that he is not bound by any other undertaking or
contract that prevents him from assuming the undertakings according to this
Agreement.
C. During the term of his employment with the Company, the Employee shall not
be entitled to engage in any other work or occupation, whether for or free
of consideration, without the prior written approval of the Board of
Directors of the Company, except as a public director on the board of
directors of companies.
D. The Employee shall not accept any benefit from any person or entity in
connection with his work, and shall not agree to accept any promise of a
benefit in connection with his work, without the prior written consent of
the Management of the Company.
E. The Employee shall abstain from any thing and matter involving a conflict
of interests between the good of the Company and his own good and/or the
good of another person and/or the good of another entity.
F. The Employee undertakes to notify the Company immediately on learning of
any matter that could give rise to a conflict of interests as stated in
clause 2(E) above.
G. The Employee undertakes to fulfill his duties and to work for the Company
faithfully and devotedly, to the best of his abilities, for the purpose of
promoting its business and interests, and he undertakes to invest the time
and effort required for fulfilling the tasks assigned to him, whether he is
required to do so on the Company's premises or elsewhere.
3. Pay and Perquisites
A. The salary of the Employee (gross) shall be a sum of $12,500 (Twelve
thousand five hundred dollars) per month (hereinafter: the "Monthly
Salary"), and in all a sum equivalent to $150,000 (One Hundred fifty
thousand dollars) per annum.
B. The Employee will be given a housing allowance of $1,500 per month.
4. Personal Bonuses
If the Board of Directors of the Company shall grant the Employee a
personal bonus, it will be in addition to the Salary and to the perquisites
stated in this Agreement.
5. Options
Subject to the option plan of the company, the Employee will receive
options for the purchase of 100,000 ordinary shares of the Company. A total
of 50,000 options will be granted on December 31, 2000 and another 50,000
options will be granted on December 31, 2001. The exercise price of these
options will be $1.00 per share and the exercise dates shall be December
31, 2002 and December 31, 2003 respectively. The Options vest on the date
of grant provided the Employee is still employed by the Company on such
date; provided, however, that if the Company terminates Employee's
employment prior to such date, other than for cause, a number of options
pro rata to the number of years he has been employed by the Company shall
vest automatically.
6. Company Car
The Company shall place at the Employee's disposal a company car.
7. Director's Insurance
The Company shall take out insurance for the Employee providing full
coverage against claims by any third party in connection with his activity
in the Company.
8. Annual Vacation
The Employee shall be entitled to paid vacation of twenty (20) days a year.
9. Term of the Agreement
A. The term of this Agreement is from March 16, 2000 to December 31, 2001.
B. The parties agree that each party shall have the right to terminate this
Agreement by giving a prior written notice of at least 60 days. It is
agreed between the parties that this agreement will be valid during the
period of the prior notice of the termination of this agreement. The
Employee will receive his regular salary during this 60 day period. In
addition, the Company agrees to pay the Employee two months' salary as
severance pay if the Company terminates the Employee's employment during
the year 2000. The Company agrees to pay the Employee an additional three
months' salary as severance pay if the Company terminates the Employee's
employment in 2001 before December 31, 2001.
C. The Company shall be entitled to dismiss the Employee without notice,
denying him severance pay wholly or partly at its sole discretion, in any
case where by law it is entitled to dismiss the Employee without severance
pay, and on the occurrence of any of the following circumstances:
1) The Employee committed an offense involving moral turpitude.
2) The arbitrator holds that the Employee committed a serious breach of
discipline.
3) The Employee willfully damaged property of the Company.
4) The Employee conveyed to another information regarding the Company or
its customers.
10. Copyrights and/or Patent Right
A. Any invention and/or discovery and/or idea and/or development and/or work
being the subject of copyrights (hereinafter: the "Invention"), which the
Employee reached during the term of his employment with the Company and/or
as a result of his employment with the Company, shall be deemed the
property of the Company. The Company shall be entitled to act with the
Invention as it desires, including registration of the Invention in its
name.
B. The Employee undertakes to do whatever is necessary to obtain protection
for the Invention in the Company's favor, including signing all the
documents required for the purpose of obtaining such protection.
C. The Employee undertakes not to disclose any detail whatsoever in connection
with the Invention and not to make any use of the Invention without the
Company's explicit consent in writing.
11. Work Procedures at the Company
A. The work week is in accordance with the Law.
B. The Employee shall comply with all of the Company's procedures as in effect
from time to time.
12. Nondisclosure and No Competition
A. The Employee undertakes, during the term of this Agreement and subsequent
thereto, to keep in absolute confidence any material regarding the Company
and/or its subsidiaries, their business and activities and any information
connected with his work or with customers, their plans and activities,
including his Salary and the conditions of his employment. The Employee
undertakes not to convey to any entity or person, in any manner whatsoever,
information of any kind whatsoever having to do with matters related to his
work and/or duties, or information that came to his knowledge in the course
of his employment in the Company's service, except in the framework of his
work and for the Company's benefit. The Employee's commitments under this
clause are unlimited in time and shall continue in effect also after the
termination of this Agreement or the expiry of the employer/employee
relations between the Employee and the Company for any reason whatsoever.
B. The Employee undertakes not to transfer and/or photocopy and/or duplicate
and/or reproduce any written material and any property and equipment of the
Company, except in the course and for the purpose of his work.
In case of the termination of the Employee's employment with the Company
for any reason whatsoever, the Employee shall cause any equipment, property
and document of the Company being in his possession or control, to be
returned to the Company by the date of termination of his employment.
C. Without derogating from any of the foregoing, and solely for the purpose of
adding thereto, the Employee undertakes during a period of 12 months from
the date of termination of this Agreement for any reason whatsoever, not to
apply directly or indirectly to customers of the Company and not to work
with and/or on behalf of entities directly or indirectly competing with
customers of the Company - whether by himself or through a company under
his control, as a partner or as an interested party in a corporation,
including in the framework of his activity as an employee or consultant or
subcontractor of an entity competing with the Company's business, or in any
other manner.
D. The Employee undertakes to be liable toward the Company for any damage,
loss or expense of any kind whatsoever, incurred to the Company or to any
third party as a result of the breach of his undertakings in this
Agreement.
E. In any case of a breach by the Employee of any of his undertakings in this
Agreement, the Company shall have a separate and independent right of claim
against the Employee in respect of such breach, including the right to be
awarded temporary reliefs such as injunctions.
13. Transfer of Duties
Upon the termination or conclusion of the Employee's employment with the
Company, the Employee undertakes to transfer his duties to whomever the
Company shall direct, in an orderly manner and in good time, and to deliver
to the Company all of the documents and know-how and any other material in
his possession, whether furnished to him by the Company or prepared,
produced and/or developed by him in the course of and/or in connection with
his work, up to the actual termination of his employment with the Company.
14. Arbitration
A. Any dispute between the parties in anything connected with or deriving from
this Agreement, its validity, application and performance, shall be
referred to the decision of an arbitrator to be agreed upon by the parties,
and his decision shall be final and binding. The arbitrator shall be
subject to substantive law, but shall be exempt from the laws of evidence
and the procedures. The arbitrator shall explain his decision.
B. In the absence of agreement between the parties as to the identity of the
arbitrator, he shall be appointed by the President of the Bar in the city
of Philadelphia.
15. Appendices
A. The following Appendices are attached to this Agreement: Appendix A -
Principles of the Company's Policy on the Subject of Collaboration with
Outside Entities and Trading in Shares of the Company.
B. In any case of a contradiction or inconsistency between any of the
provisions of this Agreement and any of the provisions of its Appendices,
the provision in the Agreement shall prevail.
C. In the event that one or more of the Appendices to the Agreement is revised
in the course of the performance of the provisions hereunder, where the
revised version was approved in advance and in writing by each of the
parties, the revised and approved version of that Appendix shall replace
the version of the Appendix preceding it in time.
16. Miscellaneous
A. This Agreement, including all the Appendices hereto, contains, embodies,
exhausts and reflects all the conditions agreed upon by the parties,
relating to the Employee's employment with the Company. No party shall be
heard on the contention of promises, guarantees, representations or oral
agreements that are not reflected in this Agreement and its Appendices.
B. A change in any of the provisions of this Agreement, or the waiver of any
of the rights established herein or arising herefrom, shall not be valid
unless made in writing by the parties.
17. Addresses
The parties' addresses in this regard are as stated in the Preamble to this
Agreement. Notices under this Agreement shall be given in a letter
delivered by hand or by facsimile or by registered post with confirmation
of delivery.
In witness whereof the parties have set their hands hereto:
/s/ Xxxxxxxx Givli /s/ Xxxxx Xxxxx
---------------------------------- -------------------
For the Company For the Employee
Xxxxxxxx Givli Xx. Xxxxx Xxxxx
Chairman of the Board of Directors
