EXHIBIT 4.4
MARCH 28, 2007
TO
XX. XXXXX XXXXXX
Dear Yos,
RE: AMENDMENTS TO THE MANAGEMENT SERVICES AGREEMENT BETWEEN TEFRON LTD
(THE "COMPANY") AND SHIRAN & PARTNERS - CONSULTING, ENTREPRENUERSHIP AND
FINANCING LTD. (THE "MANAGEMENT COMPANY") DATED JULY 30, 2003
(THE "ORIGINAL AGREEMENT")
For the sake of good order, the amendments to the Original Agreement are
hereby put in writing in the manner described below:
1. Whereas, on July 30, 2003, the General Meeting of the Company's
Shareholders resolved to approve the entering into by the Company of a
management and consulting agreement with you or with an entity controlled by
you, pursuant to which agreement the compensation to be provided by the Company
was to be at substantially the same cost to the Company as the cost to the
Company of the base salary and other benefits (including automobile and other
benefits) then provided to you under your personal employment agreement; and
Whereas, following such approvals, the Original Agreement was executed; and
Whereas the audit committee and the board of directors resolved on August 7,
2005 and on August 9, 2005, respectively, that the cost to Tefron of the base
salary and other benefits provided to you under your previous personal
employment agreement was inaccurately calculated in the Original Agreement; and
Whereas it was agreed that the use of an automobile was inadvertently omitted
from the Original Agreement; Therefore, the Management Company's monthly
consideration, starting from July 30, 2003 and thereafter, is US$26,888 (twenty
six thousand eight hundred and eighty eight) plus NIS 2,065 (two thousand and
sixty five), plus VAT as applicable by law.
2. In accordance with the Company's audit committee's and board of
directors' resolutions from February 11, 2004, and with the shareholders'
approval from March 31, 2004 the Original Agreement was amended, starting from
March 31, 2004, by fixing your annual bonus rate to be 2% of the Company's net
profits, and such rate is no longer be subject to the discretion of the
Company's audit committee.
3. In accordance with the Company's audit committee's and board of
directors' resolutions from July 5, 2006 and with the shareholders' approval
from August 10, 2006 the Original Agreement was amended to provide that the
definition of "net profits" for purposes of calculating the annual bonus for
2006 and thereafter would be the Company's annual net profit as set forth in the
Company's audited financial statements, after deducting tax and without taking
into consideration special profits or losses (except special profits which
resulted from your actions, which would be taken into consideration) or profits
or losses which are not derived from the Company's ordinary operation.
Unless expressly set forth herein, all other terms and conditions set forth in
the Original Agreement are in full force and effect.
Sincerely,
/s/ Xxxxxx Xxxxxxxx Oron
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Xxxxxx Xxxxxxxx Xxxx,
General Counsel, Tefron Ltd
I approve all of the above:
/s/ Xxxxx Xxxxxx 28/03/07
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Xxxxx Xxxxxx Date
CC: Xx. Xxxxx Xxxxxx, Chairman of the Board of Directors
