EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Agreement is entered into as of January 30, 1996 between Xxxxxxxxx
Industries, Inc. (formerly Israel Tech Acquisition Corp.), a Delaware
corporation, having its principal place of business at Sawgrass International
Corporate Park, 00000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (the
"Company"), and Xxxx X. Steel, residing at 0000X Xxxx Xxxxxx Xxxxxx Xxxxx, Xxxx
Xxxxx, Xxxxxxx, 00000 (the "Executive").
W I T N E S S E T H
WHEREAS, the Executive has assumed duties of a responsible nature to
the benefit of the Company and its Board of Directors; and
WHEREAS, the Board of Directors of the Company believes it to be in the
best interests of the Company to enter into this Agreement to assure the
Executive's continuing services to the Company and to diminish any distraction
on the part of the Executive resulting from personal uncertainties and risks
associated with assuming this position;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Company and the Executive hereby agree as follows:
1. DEFINITIONS.
(a) The "Agreement" shall mean this Employment Agreement between the
Company and the Executive.
(b) The "Board" shall mean the Board of Directors of the Company.
(c) A "Change of Control" shall mean (i) any transaction that has the
result that stockholders of the Company immediately before such transaction
cease to own at least 51% of (x) the voting stock of the Company or (y) of any
entity that results from the participation of the Company in a reorganization,
liquidation or any other form of corporate transaction; (ii) a merger,
consolidation, reorganization, liquidation or dissolution in which the Company
does not survive; or (iii) a sale, lease, exchange or other disposition of all
or substantially all the property and assets of the Company.
(d) The "Company" shall mean Xxxxxxxxx Industries, Inc. (formerly
Israel Tech Acquisition Corp.), a Delaware corporation.
(e) "Dependents" shall mean the Executive's spouse and children, if
any.
(f) The "Effective Date" shall mean January 1, 1996.
(g) The "Employment Period" shall mean the period commencing on the
Effective Date and ending on the fifth anniversary of the Effective Date.
(h) The "Executive" shall mean Xxxx X. Xxxxxx.
(i) The "Health Insurance" shall mean such health insurance as is
available to other contract employees of the Company.
(j) The "Loan" shall have the meaning set forth Section 3(d) of this
Agreement.
(k) The "Pension Plan" shall have the meaning set forth is Section
3(c)(i) of this Agreement.
(l) The "Salary" shall mean the amount set forth in Section 3(b) of
this Agreement.
2. EMPLOYMENT PERIOD. The Company hereby agrees to continue the Executive in his
employ, and the Executive hereby agrees to remain in the employ of the Company,
for the duration of the Employment Period under the terms and conditions
provided herein. This Agreement shall terminate at the end of the Employment
Period, unless it is terminated prior to the end of the Employment Period by
virtue of one of the provisions of Section 5 of this Agreement.
3. TERMS OF EMPLOYMENT.
(a) Position and Duties. During the Employment Period the Executive's
position shall be the Vice President-Purchasing. The Executive's services shall
be performed at the Company's headquarters or a location where a substantial
activity for which the Executive has responsibility is located.
(b) Compensation.
(i) Base Salary. As of the Effective Date of the Agreement,
the Executive's annual salary (the "Salary") shall be $ During the Employment
Period, the Executive's Salary may be reviewed and changed; however, the Company
shall not pay the Executive a Salary less than $ during the Employment Period.
Any increase in the Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement.
(ii) Annual Bonus. For each calendar year commencing with the
year ending December 31, 1996, at the end of which the Executive is employed by
the Company as its Vice-President:
(A) if the Company has Net Income (as defined below)
for such year of an amount equal to the target net income
before taxes (such net income to be determined by eliminating
the effect of any intercompany transactions prior to the
closing date of the Acquisition and any deductions from net
income in respect of transaction expenses related to the
Acquisition), determined in accordance with generally accepted
accounting principles in the U.S. as in effect from time to
time (the "Net
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Income") as approved by the board of directors of the Company
(or the Executive Committee of the Board, if one exists) for
such year (the "Target"), the Executive shall be entitled to a
bonus in an amount equal to
(B) if the Company has Net Income for such year of
more than the Target and less than 150% of the Target, the
Executive shall be entitled to a bonus as calculated below:
B = ( ) + x (NI - T) )
--------
T
where:
B = the bonus earned in such year.
T = the Target for such year.
NI = the actual Net Income for such year.
(C) if the Company has Net Income for such year of
150% of the Target or more, the Executive shall be entitled to
a bonus of
(D) if the Company has Net Income for such year of
less than 50% of the Target, the Executive shall not be
entitled to a bonus.
(E) if the Company has Net Income for such year of at
least 50% of the Target but less than the Target, the
Executive shall be entitled to a bonus as calculated below:
B = $ - ( x 2 x (T - NI) )
------------
T
where:
B = the bonus earned in such year.
T = the Target for such year.
NI = the actual Net Income for such year.
(c) Benefits. In addition to the compensation payable to the Executive
as set forth in Section 3(b) above, during the Employment Period the Executive
shall be eligible to participate in the following:
(i) Pension Plan. The Company has established and continue for
the Executive an accumulating life insurance plan/pension plan to which
the Company shall contribute annually (the "Pension Plan"). The
Executive hereby agrees to assign the benefits of the Pension Plan to
the Company, which
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assignment shall terminate at such time as the Loan has been paid in
full, or until November 1, 1996, whichever is earlier.
(ii) Health Insurance. The Company shall provide the Health
Insurance for the Executive and his Dependents that it provides to
other contract employees of the Company. The provision of the Health
Insurance shall be subject to acceptance by the insurance company of
the Executive and his Dependents to the Company's current program or
whatever other program the Company's Board of Directors may decide to
elect. The Executive shall be solely responsible for all deductible and
copayment amounts due according to the Health Insurance. Upon
termination of this Agreement, all payments under this Section 3(c)(ii)
shall cease, provided, however, that the Executive shall be entitled
to payments for periods prior to the date of the termination and for
which the Executive has not yet been paid.
(iii) Other Benefits. The Executive shall be eligible to all
other incentive, savings, welfare (including without limitation medical
and dental, disability and salary continuance insurance) plans,
practices, policies and programs applicable on or after the Effective
Date to other contract employees of the Company.
(d) Loans. (1) The Executive hereby acknowledges that he has received a
loan in the amount of $ (the "Loan") from the Company on November 1, 1993.
The Loan shall bear 10% annual interest, which will be accumulated annually and
will be added to the principal of the Loan. This Loan is due immediately upon
(i) termination for cause under Section 5(e) of this Agreement at any time or
(ii) termination by the Executive of this Agreement at any time before
November 1, 1996; provided further that if such Loan is not so due immediately
prior to November 1, 1996, then the entire principle and interest due on the
Loan shall be forgiven.
(2) The Company hereby acknowledges that Executive may borrow, at one
time, up to $ (the "Residence Loan") from the Company until January 1, 1997
for the purpose of purchasing a residence in the Sunrise, Florida area. The
Residence Loan shall bear 8% annual interest, which will be accumulated annually
and will be added to the principal of the Residence Loan. Within 30 days of the
closing of the purchase of the residence by Executive, Executive will execute
and deliver to the Company a second mortgage on such residence securing the
Residence Loan in form and substance satisfactory to the Company (and Executive
shall take all other actions necessary or desirable in the opinion of the
Company to perfect such mortgage). This Residence Loan is due immediately upon
the earliest of (i) five years from the date which the Company makes the
Residence Loan pursuant to this subsection (3), (ii) termination for cause under
Section 5(e) of this Agreement at any time, (iii) termination by the Executive
of this Agreement at any time (other than for "good reason" as defined in
Section 5(g)), and (iv) sale of the residence. The Executive agrees that he
shall repay the Residence Loan in an amount of at least 50% of the bonus by the
Company to Executive paid pursuant to Section 3(b)(ii).
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(3) The Company hereby acknowledges that Executive may borrow, at one
time, up to $____________ (the "Other Loan") from the Company until January 1,
1997 for the purpose of purchasing stock of the Company. The Other Loan shall
bear 9% annual interest, which will be accumulated annually and will be added to
the principal of the Other Loan. At the time of the closing of the purchase of
the Company stock, Executive will execute and deliver to the Company a first
priority pledge of such stock securing the Other Loan in form and substance
satisfactory to the Company (and Executive shall take all other actions
necessary or desirable in the opinion of the Company to perfect such pledge).
This Other Loan is due immediately upon the earliest of (i) three years from the
date which the Company makes the Other Loan pursuant to this subsection (3),
(ii) termination for cause under Section 5(e) of this Agreement at any time,
(iii) termination by the Executive of this Agreement at any time before November
1, 1996 (other than for "good reason" as defined in Section 5(g)), and (iv) sale
of such stock. The Executive agrees that he shall repay the Other Loan in an
amount of at least 50% of the bonus by the Company to Executive paid pursuant to
Section 3(b)(ii).
(e) Other Business Expenses. During the Employment Period the Executive
shall be entitled to receive prompt reimbursement from the Company for all
reasonable business expenses incurred by the Executive, itemized in accordance
with the Company's existing policies, practices and procedures.
(f) Fringe Benefits. During the Employment Period, the Executive shall
be entitled to all fringe benefits applicable on or after the Effective Date to
other contract employees of the Company.
(g) Vacation. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the policies and practices
applicable on or after the Effective Date to other executives of the Company,
provided that the Executive shall be entitled to a minimum of three weeks of
paid vacation per calendar year. If during the Employment Period the Executive
serves for less than a full calendar year, the minimum three weeks shall be
prorated for the period of the year in which the Executive served. Vacation
accrued but unused at the end of a calendar year may be carried over into the
following calendar year or years, provided that unused vacation days shall be
accrued up to a maximum of six weeks.
(h) Holidays and Sick Leave. The Executive shall be entitled to all
holidays that are prescribed by the Company's policies and practices. The
Executive shall be entitled to 5 days paid sick leave per year. Unused sick
leave days may not be carried over to the following calendar year or years.
(i) Automobile. During the Employment Period, the Company shall make
available to the Executive an automobile commensurate with his position and
shall pay for all expenses related thereto including, without limitation, gas
and insurance.
4. EXECUTIVE'S OBLIGATIONS. During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote substantially all of his attention and time during
normal business
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hours to the business and affairs of the Company and to perform faithfully and
efficiently the responsibilities assigned to the Executive.
5. TERMINATION.
(a) Notice. During the Employment Period, the Executive's employment
hereunder may be terminated upon sixty (60) days prior notice by either
Executive or the Company. Any such termination shall be evidenced by a written
document signed by the party providing notice. If the Executive's employment is
terminated by reason of the Executive's death, the Company shall have no further
obligations to the Executive's legal representatives under this Agreement, other
than those obligations accrued, earned or vested by the Executive as of the date
of his death. In addition, the Executive's family shall be entitled to receive
benefits at least equal to the most favorable benefits provided by the Company
to surviving families of other contract employees of the Company based on the
terms of the benefit plans referenced in Section 3(c) of this Agreement as in
effect on the date of the Executive's death.
(b) Death. This Agreement shall terminate automatically upon the
Executive's death. If the Executive's employment is terminated by reason of the
Executive's death, the Company shall have no further obligations to the
Executive's legal representatives under this Agreement, other than those
obligations accrued, earned or vested by the Executive as of the date of his
death. In addition, the Executive's family shall be entitled to receive benefits
at least equal to the most favorable benefits provided by the Company to
surviving families of other contract employees of the Company based on the terms
of the benefit plans referenced in Section 3(c) of this Agreement as in effect
on the date of the Executive's death.
(c) Disability. If the Company determines in good faith that the
Executive has a "disability" (as defined below), it may give the Executive
written notice of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 60th day after receipt by the Executive of such notice. No such notice of
termination by reason of disability shall be given until the Executive has
experienced a period of three consecutive months of disability and the
disability is continuing. The notice of termination shall not be effective if
the Executive returns to full-time performance of his duties prior to the
expiration of the 60-day notice period. For purposes of this Agreement,
"disability" shall mean a physical or mental condition which, three months after
its commencement, is determined to be total and permanent by a physician
selected by the Company. The Executive shall be entitled to all compensation and
benefits provided for under this Agreement during the three-month waiting period
for the disability determination and during the 60-day notice of termination
period. In the event that the Company provides long-term disability benefits for
the Executive, such benefits shall not commence until after the employment of
the Executive has been terminated and the Company has ceased paying the
Executive compensation pursuant to the foregoing sentence. If the Executive's
employment is terminated by reason of the Executive's disability, this Agreement
shall terminate without further obligations to the Executive or the Executive's
legal representatives under this Agreement, other than those obligations
accrued, earned or vested by the Executive as of the date of the termination.
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In addition, the Executive and the Executive's family shall be entitled to
receive benefits, including without limitation disability benefits, at least
equal to the most favorable benefits provided by the Company to other contract
employees of the Company based on the terms of the benefit plans referenced in
Section 3(c) of this Agreement as in effect on the date the Executive's
disability commenced.
(d) Voluntary Termination or Retirement. If the Executive shall elect
to voluntarily terminate his employment (other than for "good reason" as defined
in Section 5(g) below) or to retire during the Employment Period, this Agreement
shall terminate automatically and the Company shall have no further obligations
to the Executive under this Agreement, other than those obligations accrued,
earned or vested by the Executive as of the date of the termination or
retirement.
(e) Cause. During the Employment Period, the Company may terminate the
Executive's employment for "cause," as defined below. For purposes of this
Agreement, "cause," shall mean:
(i) an act or acts of personal dishonesty taken by the
Executive at the expense of or against the interests of the Company;
(ii) repeated violations by the Executive of his obligations
under Section 4 of this Agreement which are not remedied within a
reasonable period of time after receipt of written notice from the
Company of such violations;
(iii) any direct or indirect disclosure of any confidential
information or other special knowledge of the finances, business or
other affairs of the Company;
(iv) the conviction of the Executive of a felony; or
(v) the conviction of the Executive of a serious misdemeanor
involving illegal use, possession or sale of drugs, larceny, crimes of
violence or sex offenses.
If the Executive's employment is terminated for cause, this Agreement shall
terminate without further obligations to the Executive under this Agreement,
other than those obligations accrued, earned or vested by the Executive as of
the date of the termination. The Executive shall not be entitled to any Bonus in
respect of the year of termination in the event the Executive's employment is
terminated for cause pursuant to this Section 5(e).
(f) Involuntary Termination. If during the Employment Period the
Company terminates the Executive's employment other than for reasons set forth
in Sections 5(a) through 5(e) above, it shall be deemed to be an involuntary
termination and the Company shall pay to the Executive the following amounts:
(i) to the extent not theretofore paid, the Company shall pay
the Executive's Salary through the date of such involuntary
termination;
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(ii) the Company shall pay the Executive on the date of such
involuntary termination an amount equal to six months of the
Executive's Base Salary; provided that if such involuntary termination
occurs as a result of a Change of Control, such payment shall be in an
amount equal to eight months of the Executive's Base Salary; and
(iii) the Company shall pay in one cash lump sum any vacation
days accrued but unused as of the date of termination to be paid within
30 days of such involuntary termination.
(g) Good Reason. During the Employment Period, the Executive may
terminate his employment for "good reason" as defined below. For purposes of
this Agreement, "good reason" shall mean:
(i) the assignment to the Executive of any duties inconsistent
in any respect with Executive's position, duties and responsibilities
as set forth in Section 3(a) of this Agreement or any action by the
Company which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose any isolated,
insubstantial and inadvertent action by the Company which is not taken
in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;
(ii) any failure by the Company to comply with any of the
provisions of Sections 3(b) through 3(g) of this Agreement regarding
the Executive's compensation, benefits, expenses, fringe benefits,
vacation and office staff, other than an isolated, insubstantial and
inadvertent action by the Company which is not taken in bad faith and
which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;
(iii) the Company's requiring the Executive to be based at any
office or location other than that described in Section 3(a) of this
Agreement, except for travel reasonably required in the performance of
the Executive's responsibilities; or
(iv) any failure by the Company to comply with and satisfy
Section 10 of this Agreement with respect to successors.
In the event that the Executive terminates his employment for good reason as
defined in this Section 5(g), it shall be deemed to be an "involuntary
termination" as set forth in Section 5(f) above and the Executive shall be
entitled to all payments and obligations set forth in Sections 5(f)(i) through
5(f)(v) of this Agreement as if the Executive's employment had been
involuntarily terminated.
6. NOTICE OF TERMINATION. Any termination by the Company for any reason or by
the Executive for any reason shall be communicated by a written notice which
indicates (i) the specific termination provision in this Agreement relied upon,
(ii) the facts and circumstances claimed to provide a basis for such
termination, and (iii) the date of termination.
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7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any benefit, incentive or
other plans, programs, policies or practices provided by the Company and for
which the Executive may otherwise qualify. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of the Company at or subsequent to the termination of the
Executive's employment shall be payable in accordance with such plan, policy,
practice or program.
8. FULL SETTLEMENT. The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment or other claim, right or
action which the Company may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement. The Company agrees to pay, to the full extent
permitted by law, all legal fees and expenses, as incurred by the Company, the
Executive and others, which the Executive may reasonably incur as a result of
any contest by the Company or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof, plus in each case interest at the applicable Federal rate provided for
in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the
"Code").
9. CONFIDENTIALITY.
(a) The Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret, proprietary or confidential
information, knowledge or data relating to the Company and its
business, including without limitation financial information and
customer lists, which shall have been obtained by the Executive during
his employment with the Company and which shall not be or become public
knowledge (other than by acts by the Executive or his representatives
in violation of this Agreement). Notwithstanding the foregoing, the
Executive may disclose any such information if such information is
compelled by legal process, provided that if Executive is so compelled,
he shall provide the Company with prompt notice so that it may seek a
protective order or other remedy. In any event, the Executive shall
furnish only that portion of the confidential information that is
legally required to be disclosed.
(b) In the event that the Executive breaches any provision of
this Section 9, any payments or other benefits promised under this
Agreement shall be forfeited. In addition, the Company shall be
entitled to apply to any court of competent jurisdiction for an
injunction restraining the Executive from committing or continuing any
violation of this Agreement.
10. NON-COMPETITION. The Executive agrees that (a) during the Employment Period
and (b) unless the Executive terminates his employment for "good reason or his
employment is involuntarily terminated, for two years thereafter, he will not,
within the continental United States, Israel or any other country in which the
Company has operations, directly or indirectly, engage or participate or make
any financial
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investments in or become employed by or render advisory or other services to or
for any person, firm or corporation, or in connection with any business
activity, other than that of the Company and its subsidiaries, directly or
indirectly in competition with any of the business operations or activities of
the Company and its subsidiaries as at the date of termination of his
employment, whether such companies are presently existing or hereafter acquired.
Nothing herein contained, however, shall restrict the Executive from making any
investments in any company whose stock is listed on a national securities
exchange or actively traded in the over-the-counter market, so long as such
investment does not give him the right to control or influence the policy
decisions of any such business or enterprise which is or might be directly or
indirectly in competition with any of such business operations or activities of
the Company or any of its subsidiaries.
11. RESTRICTIONS ON SOLICITATION. The Executive agrees that during the
Employment Period and for two years thereafter, he will not:
(i) directly or indirectly solicit, raid, entice or induce any
employee of the Company or any of its subsidiaries to become an
employee of any person, firm or corporation which is, directly or
indirectly, in competition with the business or activities of the
Company or any of its subsidiaries;
(ii) directly or indirectly approach any such employee for
these purposes;
(iii) authorize or knowingly approve the taking of such
actions by other persons on behalf of any such person, firm or
corporation, or assist any such person, firm or corporation in taking
such action; or
(iv) directly or indirectly solicit, raid, entice or induce
any person, firm or corporation who or which on the date hereof is, or
at the time during the term of his employment with the Company shall
be, a customer of the Company or of any of its subsidiaries to become a
customer for the same or similar products which it purchased from the
Company or any of its subsidiaries, of any other person, firm or
corporation, and the Executive shall not approach any such customer for
such purpose or authorize or knowingly approve the taking of such
actions by any other person.
12. SUCCESSORS. This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executives
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives. This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. As used in this Agreement, "Company" shall
mean the Company as hereinbefore defined and any successor to its business
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and/or assets as aforesaid which assumes this Agreement by operation of law, or
otherwise.
13. BINDING ARBITRATION. In the event that the Company and the Executive cannot
agree on an interpretation of any provision of this Agreement, or in the event
that the Company fails to make any payments or otherwise fulfill any obligations
required by the terms of this Agreement, the Company and the Executive agree to
resolve any such dispute through binding arbitration. Any request for such
arbitration shall be served on the other party by written notice. The parties
shall agree upon and select an arbitrator within 20 days after written demand is
made by either party for such arbitration. The arbitrator shall set a time for
hearing within 60 days of his/her selection. Each party shall have an
opportunity to present evidence on the issues in dispute before the arbitrator
and each party may be represented by legal counsel if either so desires. The
decision of the arbitrator shall be rendered in writing to both parties within
30 days of the close of the hearing. The decision of the arbitrator shall be
final and binding upon both parties. Any legal fees, expenses or other costs
incurred by the Company and the Executive in connection with such arbitration
shall be borne by the Company.
14. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(b) The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.
(c) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive: If to the Company:
0000X Xxxx Xxxxxx Xxxxxx Xxxxx,
Xxxx Xxxxx, Xxxxxxx, 00000
or to such other address as either party shall have furnished to the
other in writing in accordance herewith. Notice and communications
shall be effective when actually received by the addressee.
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(d) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
(e) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(f) A party's failure to insist upon strict compliance with
any provision hereof shall not be deemed to be a waiver of such
provision or any other provision thereof.
(g) This Agreement supersedes any prior employment agreement
between the Company and the Executive and contains the entire
understanding of the Company and the Executive with respect to the
subject matter hereof.
(h) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
XXXXXXXXX INDUSTRIES, INC. (FORMERLY
ISRAEL TECH ACQUISITION CORP.):
__________________________________________
Zivi X. Xxxxxx
Date of Signature:________________________
EXECUTIVE
__________________________________________
Xxxx X. Xxxxxx
Date of Signature:________________________
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