EXHIBIT 10.3
EMPLOYMENT AGREEMENT
Whereas Ambient Ltd. of the Jerusalem Technological Park, Bldg. One, Malha,
Jerusalem (hereinafter the "Company") wishes to employ Dr. Yehuda Cern of 00
Xxxxx Xx., XXX 0000, Xxxxx. (hereinafter "Employee") in a full time position as
Chief Technical Officer; and
Whereas Company has examined the Employee's qualifications and finds him
qualified for the position offered, and
Whereas said Employee is available and willing to accept such employment.
It is agreed
RESPONSIBILITIES AND CHAIN OF COMMAND
1. The Employee will be responsible for product development, transfer from
prototype to production, quality assurance, intellectual property
protection and all other matters relating to the creation and production
of the Company's technical products.
2. The Employee will manage the technical staff, with authority to hire and
fire technical staff, however all hiring shall be within budget approved
by Board of Directors.
3. The Employee will have the authority to use Company resources and
initiate purchase orders for equipment and components, consistent with a
budget and schedule to be created, after said budgets and schedules are
approved periodically by the CEO.
4. The Employee will report directly to the CEO, initially Xxxxx Xxxxxxxx.
TERMS OF EMPLOYMENT
1. Employment shall commence on August 1, 1997, and continue until
terminated. Employment shall be terminated by written notice from one
party to the other, after the Notice Period. Such Notice Period shall
initially be two weeks, increasing to six weeks after the first six
months of employment, and increasing to three months after the first 18
months of employment.
2. In consideration of the Company's limited initial resources, the
Employee compensation shall commence at NIS 30,000 per month, with NIS
10,000 of that deferred, as detailed below, resulting in initial gross
paid salary of NIS 20,000. Considering the extremely fast process of
initiating employment, the Company understands that the Employee has
affairs in Israel and the US which require his attention and cause him
to miss work
days. The Employee will either make up this time by the end of the third
month of his employment or have these days deducted from his vacation
days.
3. The Company is wholly owned by its parent firm, Ambient Corporation of
Delaware (hereinafter the "Parent Company"). Starting with the month
during which the Company or the Parent Company receives a capital
investment of at least $2,000,000 but no later than four months after
the start of employment, the Employee's gross salary shall be increased
to NIS 30,000 per month.
In addition, without time limitation, the deferred salary shall be paid
to the Employee after the Company or the Parent Company receives
investment of at least $2,000,000.
4. In consideration of the Company's limited initial resources, the
Employee will use his own transportation initially (a 1983 car), and
Company agrees to cover all fuel, oil, license and insurance costs (the
latter proportional to the time car is so used), and up to NIS 2,000 of
repairs. Such payments will be against receipts and be taxable as per
applicable law.
Starting with the month during which the Company receives capital
investment of at least $2,000,000, the Company shall lease a car for the
Employee's use, provide security windows, and cover all its operating
and related expenses. Company shall deduct applicable imputed income tax
from Employee's salary.
To clarify, this car is not considered a personal privilege for the
Employee, but rather is considered needed by him to carry out his
duties, for as long as the CEO deems necessary. The Employee and his
immediate family may also make personal use of the car. If not
specifically needed by the Company during the Employee's absence abroad
for Company trips, his family may use the car during this period.
Company shall provide additional computer and communications equipment
for the Employee's use, as it sees fit.
Employee shall use his home phone and fax lines, and his personal fax
machine as required for business, with the Employer covering his
telephone bills, excluding personal calls abroad, deducting tax as
required by law.
5. For the purposes of this Agreement, gross salary shall include
nationally mandated Cost of Living increments, as these are applied to
similar companies in the Israeli economy, from time to time. Company
shall contribute 8.33% of the Employee's gross salary to Employee's
existing Executive Insurance Policy for Severance Pay, and shall release
its ownership rights to the Policy back to the Employee upon termination
of employment, regardless of which party initiated the termination,
unless the Employee has committed criminal acts related to his
employment, or committed a gross violation of this Agreement and not
corrected
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this violation within 15 days of written request to do so by Employer.
Gross violations shall be considered acts which substantially damage or
place at risk the value of the Company or Parent Company.
Upon termination, sums in the Severance Account in excess of that due as
per the Severance Pay Law of 1963-5723 shall be refunded back to the
Company. If there is a shortfall in the Severance Account relative to
the legally mandated amount, it shall be paid by the Company.
Company and Employee shall each contribute 5% of the gross salary to the
Executive Insurance Policy pension fund, with Company deducting
Employee's portion and transferring it to the insurance company in a
timely manner.
Company shall provide disability insurance for the Employee.
Company shall provide the Employee access to the Education Fund by
allowing Employee to make such contributions out of his gross salary.
In consideration of his general seniority in similar firms, the Employee
is entitled to 22 working days vacation per year, in addition to
nationally recognized religious and national holidays, and optional
days, as per the Company's policy. The Employee may accumulate up to two
years' worth of unused vacation days, after which the Company shall
redeem the excess, at the end of each calendar year.
The Employee is entitled to 30 Sick Days per year, and may accumulate up
to 90 Sick Days. Should the disability insurance cover all or part of
the Employee's salary for certain Sick Days, the Company is exempt from
paying the covered portion. Unused Sick Days cannot be cashed in.
The Company shall pay Vacation Allowance as mandated by law.
Should Company request Employee to travel, Company shall cover direct
costs, and a per diem shall be paid to cover all other expenses, as per
Israeli tax-exempt levels.
6. Company's parent firm, Ambient Corporation of Delaware (hereinafter the
"Parent Company"), shall grant stock to the Employee in the amount of
3.8% of the current number of outstanding shares. Stock shall be
returned to Company if employee terminates before one year.
7. Employee shall devote his best efforts, time, energy, talents and
experience to increase the value of the Company. Employee will accept no
other compensated work without the express written consent of the
Company. Employee may devote an average of between 10-15% of his time
off site at seminars, libraries or surfing the Net to stay up to date on
Company-related technology and market.
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8. The Employee agrees to be transferred to other companies owned by the
Parent Company, so long as there is no diminution of position or
compensation, continuity of rights is guaranteed, and the location is
within Jerusalem or considered equally accessible by the Employee.
9. Employee will treat Company proprietary information with
confidentiality, not make use of Company confidential information, nor
do anything which might substantially damage its reputation nor accept
employment at competing firms for a period of two years after
termination of employment.
10. No other agreements exist between Company and Employee prior to this
Agreement, neither verbal nor written. Employer-employee relations are
terminated at the end of the Notice Period. Notification is considered
received three business days after sent by registered mail. Jurisdiction
for this Agreement is the Labor Court of Jerusalem.
/s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx September 22, 1997
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For Ambient Ltd. (Israel) Name Date
/s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx September 22, 1997
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For Ambient Corporation (USA) Name Date
/s/ Xxxxxx Cern September 22, 1997
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Dr. Yehuda Cern, Employee Date
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Addendum to Employment Agreement between Ambient Ltd. and Dr. Yehuda Cern
Development Rights
The Employee agrees and declares that all proprietary information including but
not limited to trade secrets, know-how, patents and other rights, technology and
know-how developed by or with the contribution of Employee's efforts during his
employment with the Company shall be the sole property of the Company.
6 January, 1998
/s/ Xxxxxx Cern
_____________________________
Dr. Yehuda Cern
