EXHIBIT 10.1
July 1, 2008
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") made and entered into on this day of
July 1st, 2008 (the "Effective Date")
Between InkSure Technologies Inc, a Delaware corporation (the "Company"), with
offices at 0000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000
(hereinafter the "Company");
On the first part
And: Xx. Xxxxx Xxxxxxxx, ID No. 05614338-1, a citizen of Israel, with an address
at 0 Xxxxxxxx Xx. Xxxxx Xxx, Xxxxxx (hereinafter the "Employee", and together
with the Company: the "Parties")
On the second part
WHEREAS The Employee has been employed by the Company (and its
subsidiaries) pursuant to employment agreements entered into between
the Employee and the Company (and its subsidiaries) (Collectively:
the "Previous Agreements"), and is currently employed as the
Company's Chief Operation Officer ("COO"); and
WHEREAS The Employee and the Company wish to amend the terms of their
engagement with effect as of the Effective Date and onwards; and
WHEREAS The Company is engaged in the development, production and marketing
of (i) spectral analysis based machine readable anti-counterfeiting
products and (i) synthetic aperture radar based chipless RFID
technologies; and
WHEREAS The Company has offered that the Employee shall serve, on a interim
basis, also as the Company's Interim Chief Executive Officer
("CEO"), in addition to its position as COO, and the Employee agrees
to be employed as such, all in accordance with the terms and
conditions of this Agreement;
Now, therefore, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed by the parties as follows:
1. PREAMBLE
The Preamble to this agreement forms an integral part thereof.
2. POSITION
2.1. The Company shall continue to employ the Employee, and the Employee
hereby agrees to continue to serve, as the COO of the Company, and,
in addition, the Employee shall serve as the Company's Interim CEO
until otherwise decided by the Company's board of directors, all
effective as of the Effective Date.
2.2. The Employee shall devote his full business time and efforts to the
affairs of the Company, and shall have all the responsibilities and
powers that usually apply to the positions held by the Employee,
i.e.: as COO and, for the relevant period - also as CEO (in which
period he shall also be considered a principal executive officer for
purposes of SEC filings).
2.3. While serving as Interim CEO, the Employee shall report to the board
of directors, and upon the termination of his office as Interim CEO
the Employee shall report to the CEO of the Company.
2.4. The scope of the Employee's position in the Company shall include
from time to time, at the Company's sole discretion, rendering the
same services stipulated herein, in whole or in part, also to any of
the Company's subsidiaries. For the avoidance of any doubt, the
parties hereby stipulate that rendering such services as aforesaid
shall constitute an integral part of the Employee's position in the
Company and shall not entitle the Employee with any right to
additional compensation, remuneration or fee whatsoever. It is
further agreed, that should the Employee claim for or demand from
the Company or any of its subsidiaries any compensation,
remuneration or fee for services rendered by him to any of such
subsidiaries, the Company shall set-off and reduce the Employee's
remuneration under this Agreement with the same amount claimed by
the Employee from the subsidiaries.
3. SALARY
3.1. The Company shall pay the Employee a monthly salary of 45,000 IL
gross (hereinafter the "Base Salary"), payable each month not later
than the second day of the month.
The Base Salary will be paid in NIS (New Israeli Shekel).
3.2. The Employee shall be entitled to reimbursement for all expenses
incurred by him in the performance of his duties hereunder, pursuant
to the Company's prevailing policy for such reimbursements, and in
the absence of such established policy - as approved by the
Company's board of directors (or its designees), provided that in
any case the Employee shall provide the Company with all appropriate
receipts.
3.3. The Employee and the Company both acknowledge and agree, that upon
the mutual written agreement of the Company and the Employee, the
Employee's salary may be paid by either of the subsidiaries on
behalf of the Company, but always subject to Section 2.4. The
Company further acknowledges that this section 3.3 does not affect
the Company's obligation to pay the Employee's Base Salary or
benefits pursuant to this Agreement.
4. BENEFITS
4.1. The Company shall pay every month, an amount of 15.83% of the Base
Salary to an insurance policy (hereinafter "Bituach Menahalim") in
the name of the Employee.
The Employee shall pay to such insurance policy, every month, an
amount equal to 5% of the Base Salary.
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4.2. The Company shall pay every month, an amount equal to 7.5% of the
Base Salary to an educational fund (hereinafter "Keren Hishtalmut")
in the name of the Employee.
The Employee shall pay to such fund, every month, an amount equal to
2.5% of the Base Salary.
4.3. The Employee's payments pursuant to sections 4.1 and 4.2 above shall
be deducted at source from the Base Salary.
4.4. All taxes due, if any pursuant to section 4.1 and 4.2 above shall be
borne and paid by the company.
4.5. Not later than fourteen (14) days after the termination of this
agreement, for any cause, the Company shall assign its rights to the
Bituach Menahalim and the Keren Hishtalmut to the Employee.
4.6. The Parties hereby adopt the Israeli Labor Ministry warrant from
30.6.98 and declare that the company's payment to the Bituach
Menahalim (8.33% for the severance payment) shall constitute the
company's whole obligation for severance payments according to
section 14 of the severance payment law - 1963 (Israel).
4.7. The Employee shall be entitled to a vacation leave of twenty four
(24) days per year, which may be carried forward from year to year.
4.8. The Company shall make available to the Employee a car for his
exclusive use during the term of this Agreement. It is agreed that
the car will be 2000cc or a car of a similar class.
4.9. The Company shall pay all costs associated with the car, whether
fixed or variable, including without limitation, fuel, repairs and
insurance including taxation. The Company shall gross all such
payments up.
4.10. The Employee shall be entitled to a complete medical checkup once a
year.
4.11. The Company shall cause the Employee to be included in its directors
and officer's liability insurance, covering customary officers
liabilities.
4.12. The Company shall pay all bills for the use of one telephone line
installed in the Employee's house, and one cellular telephone used
exclusively by the Employee.
4.13. The Employee shall be entitled to Dmey Havra'a as provided in a
collective bargaining agreement to which the General Labor Union of
the Workers in Israel is a party regarding the payment of Dmey
Havra'a that is force and effect.
5. NON DISCLOSURE, COMPETITIVE ACTIVITY AND OWNERSHIP OF INVENTIONS
Simultaneously with the signing of this Agreement the Employee shall sign
the Non-Disclosure, Unfair Competition and Ownership of Inventions
undertaking in favor of the Company and any subsidiary and parent company
of the Company, attached hereto as APPENDIX A, WHICH SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
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6. TERM AND TERMINATION
6.1. The Employee may terminate this Agreement for any reason upon
one hundred and eighty (180) days' prior written notice, and the
Company may terminate this Agreement for any reason upon two hundred
and seventy (270) days' prior written notice (each such period being
a "Prior Notice Period"), provided, however, that the Company may
terminate this Agreement for a "justifiable cause" (as hereinafter
defined) without prior notice. During the Prior Notice Period the
Employee shall be entitled to payment of the Base Salary and all
benefits pursuant to this Agreement.
In addition, any unvested options for Company's shares held by the
Employee shall continue to vest during the Prior Notice Period.
6.2. "Justifiable Cause" shall mean: (a) conviction of the Employee of a
felony which in the Company's view is injurious to the Company; (b)
any willful breach by the Employee of his fiduciary duties as an
officer of the Company pursuant to court decision; provided,
however, that the Company may not terminate the Employee's
employment agreement for justifiable cause unless it has given the
Employee (i) written notice of the basis for the proposed
termination and (ii) if possible, at least fifteen (15) days during
which the Employee shall be entitled to cure such basis.
7. MISCELLANEOUS
7.1. This Agreement constitutes the entire understanding between the
Parties with respect to the subject matter hereof and with respect
to the period as of the Effective Date. Any prior understandings,
undertakings or representations with respect to the subject matter
hereof, written or oral, shall be of no force or effect. It is
hereby clarified that the Previous Agreements shall have no further
force or effect for the period as of the Effective Date and onwards.
7.2. This Agreement may be amended only by a document signed by both
Parties.
7.3. No rights of any Party shall be prejudiced or restricted by an
indulgence or forbearance to any party, and no waiver by any party
in respect of any breach shall operate as a waiver in respect to a
subsequent breach.
7.4. Any notice, demand, call or request under this Agreement
(hereinafter a "Communication") which a Party may desire to serve,
or be required to serve upon the other Party, shall be in writing
and shall be deemed sufficiently served if: (a) delivered by hand;
or (b) if sent by courier that guarantees delivery of such
Communication within seventy two (72) hours, addressed to the other
Party's address as set forth in the preamble to this Agreement; or
(c) sent by facsimile or email with confirmation of receipt.
7.5. The addresses of the Parties for the purpose of this Agreement are
as set forth in the preamble to this Agreement.
IN WITNESS WHEREOF, The Parties hereunto cause this Agreement to be duly
executed.
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INKSURE TECHNOLOGIES INC.
/s/ Xxxx Xxxxxx
-------------------
By: Xxxxxx Xxxxxx
Title: Chairman of the Board
YARON MEERFLED
/s/ Xxxxx Xxxxxxxx
-------------------
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APPENDIX A
THIS UNDERTAKING ("Undertaking") is entered into as of the 1st day of July,
2008, by Xx. Xxxxx Xxxxxxxx, ID No. 05614338-1, a citizen of Israel, with an
address at 0 Xxxxxxxx Xx. Xxxxx Xxx, Xxxxxx (the "Employee").
WHEREAS Employee has been employed by the Company (and its subsidiaries)
pursuant to employment agreements entered into between the Employee
and the Company (and its subsidiaries); and
WHEREAS the Company and Employee are entering into a new employment
agreement as of the date hereof;
NOW, THEREFORE, the Employee undertakes and warrants towards the Company and any
subsidiary and parent company of the Company as follows:
1. Confidential Information.
1.1. The Employee acknowledges that he has, and will have, access to
confidential and proprietary information, including information
concerning activities of the Company and any of its parent,
subsidiary and affiliated companies, and that he has, and will have,
access to technology regarding the product research and development,
patents, copyrights, customers (including customer lists), suppliers
(including suppliers lists), marketing plans, strategies, forecasts,
trade secrets, test results, formulae, processes, data, know-how,
improvements, inventions, techniques and products (actual or
planned) of the Company and any of its parent, subsidiary and
affiliated companies. Such information in any form or media, whether
documentary, written, oral or computer generated, shall be deemed to
be and referred to herein as "PROPRIETARY INFORMATION".
1.2. During the term of his employment or at any time after termination
thereof for any reason, the Employee shall not disclose to any
person or entity without the prior consent of the Company any
Proprietary Information, whether oral or in writing or in any other
form, obtained by the Employee while in the employment of the
Company (including, but not limited to, the processes and
technologies utilized and to be utilized in the Company's business,
the methods and results of the Company's research, technical or
financial information, employment terms and conditions of the
Employee and other Company employees or any other information or
data relating to the business of the Company or any information with
respect to any of the Company's customers).
1.3. Proprietary Information shall be deemed to include any and all
proprietary information disclosed by or on behalf of the Company
irrespective of form, but excluding information that has become a
part of the public domain not as a result of a breach of this
Undertaking by the Employee.
1.4. The Employee agrees that all memoranda, books, notes, records
(contained on any media whatsoever), charts, formulae,
specifications, lists and other documents made, compiled, received,
held or used by the Employee while in the employment of the
Company, concerning the Company or its business (including its trade
secrets) (the "MATERIALS"), shall be the Company's sole property and
all originals or copies thereof shall be delivered by the Employee
to the Company upon termination of the Employee's employment or at
any earlier or other time at the request of the Company, without the
Employee retaining any copies thereof.
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2. UNFAIR COMPETITION AND SOLICITATION.
The Employee acknowledges that the provisions of this Undertaking are
reasonable and necessary to legitimately protect the Company's Proprietary
Information, its property (including intellectual property) and its
goodwill (the "COMPANY'S MAJOR ASSETS"). The Employee further acknowledges
that he has carefully reviewed the provisions of this Undertaking, he
fully understands the consequences thereof and he has assessed the
respective advantages and disadvantages to him of entering into this
Undertaking.
In light of the above provisions, the Employee represents and undertakes:
2.1. That during the term of his employment in the Company and for a
period of twelve (12) months thereafter, he shall not engage,
establish, open or in any manner whatsoever become involved,
directly or indirectly, either as an employee, owner, partner,
agent, shareholder, director, consultant or otherwise, in any
business, occupation, work or any other activity which is reasonably
likely to involve or require the use of any of the Company's Major
Assets.
2.2. That during the term of his employment in the Company and for a
period of twelve (12) months thereafter, he shall not render
services similar to his duties as COO or interim CEO of the Company,
to any entity or business which competes with the Company or its
parent, subsidiary or affiliated companies directly or indirectly.
2.3. That during the term of his employment in the Company and for twelve
(12) months thereafter, not to induce any employee of the Company or
of any of its parent, subsidiary or affiliated companies to
terminate such employee's employment therewith, and that he has not
engaged in such solicitation activities since the beginning of his
employment in the Company (and any of its parent, subsidiary and
affiliated companies).
3. OWNERSHIP OF INVENTIONS.
The Employee will notify and disclose to the Company, or any persons
designated by it, all information, improvements, inventions, formulae,
processes, techniques, know-how and data, whether or not patentable, made
or conceived or reduced to practice or learned by the Employee, either
alone or jointly with others, since the beginning of his employment in the
Company (and any of its parent, subsidiary and affiliated companies) and
anytime thereafter (including after hours, on weekends or during vacation
time) (all such information, improvements, inventions, formulae,
processes, techniques, know-how, and data are hereinafter referred to as
the: "INVENTIONS" or "INVENTION") immediately upon discovery, receipt or
invention as applicable. In the event that the Employee, for any reason,
refrains from delivering the Invention upon grant of notice regarding the
Invention, as described above, the Employee shall notify the Company of
the Invention and specify in such notice the date in which the Invention
shall be delivered to the Company and the reason for delay in such
delivery. The Invention shall be delivered as soon as possible
thereinafter.
Delivery of the notice and the Invention shall be in writing, supplemented
with a detailed description of the Invention and the relevant
documentation. The Employee agrees that all the Inventions shall be the
sole property of the Company, and the Company shall be the sole owner of
all patents and other rights in connection with such Inventions. The
Employee hereby assigns to the Company any rights the Employee may have or
acquire in such Inventions. In order to avoid any doubt, it is hereby
clarified that a lack of response from the Company with respect to the
notice of the Invention or of its delivery, shall not be considered a
waiver of ownership of the Invention, and in any event the Invention shall
remain the sole property of the Company.
The Employee further agrees as to all such Inventions to assist the
Company, or any persons designated by it, in every proper way to obtain
and from lime to time enforce such Inventions in any way including by way
of patents over such Inventions in any and ail countries, and to that
effect the Employee will execute all documents for use in applying for and
obtaining patents over and enforcing such Inventions, as the Company may
desire, together with any assignments of such Inventions to the Company or
persons or entities designated by it.
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The Employee shall not be entitled, with respect to all of the above, to
any monetary consideration or any other consideration except as explicitly
set forth in its employment agreement, or in any other written agreement
or arrangement signed by the Company. With respect to all of the above
any, oral understanding, communication or agreement not duly signed by the
Company shall be void.
4. GENERAL.
4.1. The Employee acknowledges that the provisions of this Undertaking
serve as an integral part of the terms of his employment and reflect
the reasonable requirements of the Company in order to protect its
legitimate interests with respect to the subject matter hereof. If
any provision of this Undertaking (including any sentence, clause or
part thereof) shall be adjudicated to be invalid or unenforceable,
such provision shall be deemed amended to delete there from the
portion thus adjudicated to be invalid or unenforceable, such
deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication
is made. In addition, if any particular provision contained in this
undertaking shall for any reason be held to be excessively broad as
to duration, geographical scope, activity or subject, it shall be
construed by limiting and reducing the scope of such provision so
that the provision is enforceable to the fullest extent compatible
with applicable law.
4.2. The provisions of this Undertaking shall continue and remain in full
force and effect from the beginning of the employment of the
Employee in the Company and following the termination such
employment relationship for whatever reason. This Undertaking shall
not serve in any manner as to derogate from any of the Employee's
obligations and liabilities under any applicable law or agreement.
Xxxxx Xxxxxxxx
----------------------------
Name of Employee
/s/ Xxxxx Xxxxxxxx
----------------------------
Signature
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