Exhibit 10.22
EMPLOYMENT AGREEMENT
This employment agreement (the "Agreement") is effective as of July 15, 1999
(the "Effective Date"), by and between PARTEC LTD., an Israeli company with
its principal place of business at Sha'arei Ha'ir, 216 Jaffa Road, Jerusalem
(the "Company") and XXX XXXXXXXXX, I.D. No. 015476542, of Mishol Xxxxx 0/0,
Xxxxxxxxx (the "Employee").
WHEREAS the Employee has been employed by the Company as Chief Operating Officer
since 1 January 1997;
WHEREAS the Company desires to continue to employ the Employee in the position
of Chief Operating Officer (the "Position");
WHEREAS the Employee desires have his employment continued by the Company and
fulfill the responsibilities of the Position; and
WHEREAS the parties desire to set forth the conditions of employment pursuant to
which the Employee will be continued to be employed by the Company;
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE
The preamble to this Agreement and any attachments thereto are an integral part
of this Agreement.
2. JOB DESCRIPTION
The Employee shall be responsible for the financial and administrative
management of the Company. He shall report directly to the Chief Executive
Officer. The description of responsibilities set forth herein shall serve as a
general statement of the duties, responsibilities and authority of the Employee.
Additional duties, responsibilities and authority may be assigned to the
Employee by the Chief Executive Officer from time to time in his discretion.
3. WORKING HOURS
The Employee shall be employed by the Company on a full-time basis, namely for
not less than forty-four (44) hours per week (inclusive of meal time). The
Employee agrees that his position is considered to be a management position as
defined in the Hours of Work and Rest Law - 1951, which requires a special
measure of personal trust. Accordingly, the provisions of the Hours of Work and
Rest Law - 1951 shall not apply and the Employee shall not be entitled to
receive any additional payment for his work other than those that are set forth
in this Agreement.
4. TERM OF AGREEMENT
This Agreement shall take effect from the Effective Date and shall remain in
effect through the third anniversary of such date, unless it is earlier
terminated as hereinafter provided.
5. ANNUAL SALARY
5.1. The Employee's annual salary shall be as follows:
5.1.1. The Employee shall receive an annual gross salary of
eighty-five thousand dollars ($85,000), payable in New
Israeli Shekels according the representative rate of
exchange in effect each month at the time Company salaries
are calculated. The Employees salary shall be paid in twelve
equal installments, monthly in arrears.
5.1.2. On each anniversary date of this Agreement, the Employee's
annual gross salary shall be increased by an amount to be
determined by the Board of Directors and the Chief Executive
Officer.
5.1.3 The salary set forth in paragraph 5.1.1, above, shall be
referred to as the "Global Salary". The linkage of the Global
Salary to the United States dollar is in lieu of any
generally-applicable increases, whether the statutory cost of
living increase ("Tosefet Yoker") or any other industry-wide
increase applicable as the result of collective bargaining
agreements or other order of the Ministry of Labor and Welfare
(such as Tzavei Harhava). By signing this Agreement and
accepting employment pursuant to its terms, the Employee
represents that s/he will not claim any such increase.
5.1.4. The Employee shall not be entitled to receive from the Company
any salary or payment of any kind other than the Global Salary
and other payments specifically set forth in this Agreement or
properly authorized by the Board of Directors and, should the
Employee be a director of the Company at the time such other
payments not specifically included in this Agreement are made,
by the shareholders of the Company.
5.2. Other Terms of Employment
5.2.1. BONUSES: The Employee shall be eligible to receive one or more
bonuses during any calendar year in the discretion of the
Chief Executive Officer, acting in consultation with the Board
of Directors.
5.2.2. EXPENSES: The Employee shall be entitled, in accordance with
the Company's standard policy in effect from time to time, to
be reimbursed for expenses (Hotza'ot Eshel) incurred in Israel
and abroad in connection with Company business against receipt
by the Company of appropriate vouchers, receipts or other
proof of the Employee's expenditures.
5.2.3. CONTINUING EDUCATION FUND: The Employee shall be entitled to
participate in the Company's continuing education fund (Keren
Hishtalmut). The Company shall contribute an amount equal to
five percent (5%) of the Employee's Global Salary and shall
deduct two and a half percent (2.5%) of the Employee's Global
Salary and transfer it as the Employee's contribution. The
Employee consents to the deduction of this amount as his
contribution to the continuing education fund. These
contributions will be calculated up to the permissible
tax-exempt salary ceiling according to the income tax
regulations in effect from time to time. If the amount of the
Company's contribution is greater than permitted by those
regulations, the Employee shall not have the right to receive
the excess amount.
5.2.4. RESERVE DUTY: The Employee shall be entitled to receive his
full Global Salary and other payments while performing reserve
duty, provided that any amount received by the Employee from
the I.D.F. or any other source (excluding Damei Calcala) is
transferred to the Company or, in the alternative, an amount
equal to that received from the I.D.F. or any other source is
deducted from the Global Salary payable to the Employee.
5.2.5. ANNUAL LEAVE AND RECREATION PAY (DAMEI HAVRA'A): The Employee
shall be entitled to twenty (20) working days of paid annual
leave each year. The Employee shall not be allowed to accrue
more than thirty (30) working days of annual leave except in
unusual circumstances and with the permission of the Company.
Should the Employee's annual leave balance exceed thirty (30)
days at the end of any calendar year, the excess number of
days shall be paid out in accordance with the provisions of
the Annual Leave Law - 1951. The Company shall also pay the
Employee for five (5) days of recreation (damei havra'a) each
year in accordance with the law and the normal practice of the
Company in effect from time to time.
5.2.6. SICKNESS AND DISABILITY INSURANCE: The Employee shall be
entitled to the number of days for sick leave permitted by
law. Compensation for sick days utilized shall be paid
according to his Global Salary only upon the presentation of
medical documentation as required by the
Company. The Employee shall be covered by disability insurance
that provides monthly compensation. The cost of such insurance
shall be borne by the Company. Notwithstanding the foregoing,
the Employee shall not be entitled to receive compensation for
sick leave if such compensation is covered by the Employee's
disability insurance referred to above. However, should the
amounts received by the Employee pursuant to such disability
insurance be less than the amount that is properly payable as
compensation for the Employee's available sick leave,
according to the Global Salary, the Company shall pay the
difference. It is understood and agreed that unused sick leave
cannot be redeemed by the Employee. For the avoidance of
doubt, it is understood and agreed that the payments made by
the Company in consideration of sick leave covers all
obligations of the Company pursuant to the Sick Leave Law -
1976.
5.3. PENSION BENEFITS AND SEVERANCE PAYMENTS
5.3.1. The Company will pay into a Provident Fund (Kupat Gemel) (in
the meaning of paragraph 47 of the Income Tax Ordinance) in
the form of Manager's Insurance or another form according to
the Employee's choice and the Company's agreement, an amount
equal to thirteen and one third percent (13 1/3 %) from the
monthly Global Salary paid to the Employee, and the Employee
will pay, on his own account, an amount equal to five percent
(5%) from that Global Salary. The Employee agrees that the
Company shall be entitled to deduct the Employee's
contribution (5%) from the Employee's salary. For the
avoidance of doubt, it is clarified that under no circumstance
shall the Company's contribution exceed thirteen and one third
percent (13 1/3 %) of the Global Salary in any one month.
5.3.2. Five percent (5%) of the thirteen and one third percent (13
1/3 %) that the Company contributes as set forth above and the
five percent (5%) the Employee contributes, together with
linkage and interest on the contributions, will be treated as
pension benefits for the Employee or his survivors. The
remaining eight and one third percent (8 1/3 %) of the
Company's contribution, together with linkage and interest on
that portion, will be utilized to pay severance benefits to
the Employee or his descendants in the event of the
termination of his employment with the Company, except in
those circumstances discussed below.
5.3.3. In the event that the Employee chooses Manager's Insurance,
the policy shall belong to the Company as long as it employs
the Employee and it makes the required payments on the policy.
The payments made into the Kupat Gemel pursuant to paragraph
5.3.1, above, shall fulfill the Company's obligation for
severance payment pursuant to the Severance Compensation Law -
1963. Upon the termination of the Employee's employment, for
whatever reason, and upon his final departure from the
Company, the Employee or his descendants shall be entitled to
receive the ownership of all rights which have accrued on his
behalf in the Kupat Gemel or the ownership of the Manager's
Insurance policy, as appropriate and subject to the provisions
of section 6, below.
5.3.4. In the event that there is a difference in the Employee's
favor between the amount to which he is entitled to receive
pursuant to the Severance Compensation Law - 1963 and the
severance payment amount (including linkage and interest) that
is in the Kupat Gemel or Manager's Insurance policy, the
Company shall pay that difference. The Company shall be
obligated to pay such difference whether the termination of
the Employee's employment is at the Employee's initiative or
the Company's, except in the case of termination pursuant to
paragraphs 6.3 and 6.4, below. For the avoidance of doubt, it
is understood that in the event that the severance payment
amount (including linkage and interest) that is in the
Employee's Kupat Gemel or Manager's Insurance policy exceeds
the amount to which he is entitled to receive as severance
compensation pursuant to the Severance Compensation Law -
1963, the difference shall not be transferred to the Employee,
including to his pension account, but shall be the property of
the Company.
6. TERMINATION OF EMPLOYMENT
6.1. Either party may terminate the Employee's employment with the Company
without cause at any time upon three (3) month's notice. The Company
shall have the right, in its sole discretion, to require the Employee
to continue working for the Company during the notice period. If the
Employer terminates the Employee without cause pursuant to this
section, the Board of Directors shall take the necessary steps so that
(a) any outstanding, but unvested, options granted to the Employee
shall vest upon the effective date of his termination; and (b) the
period during which the Employee shall be permitted to exercise such
options shall be extended to two (2) years from the effective date of
his termination as defined in the Share Option Plan governing the
options in question.
6.2. The Employee's employment shall be terminated by his death or
disability. (For purposes of this section, "disability" shall be
deemed to have occurred if the Employee is unable, due to any physical
or mental disease or condition, to perform his normal duties of
employment for 120 consecutive days or 180 days in any twelve month
period.) In such an event, he shall be entitled to continue to receive
his annual salary for three (3) months following his last day of
actual employment by the Company. Such amount shall be in addition to
any severance payment he is entitled to receive according the
provisions of the Severance Compensation Law - 1963. In addition, the
Board of Directors shall take the necessary steps so that (a) any
outstanding, but unvested, options granted to the Employee shall vest
upon the effective date of his termination; and (b) the period during
which the Employee shall be permitted to exercise such options shall
be extended to two (2) years from the effective date of his
termination as defined in the Share Option Plan governing the options
in question. Should the Employee's employment be terminated as a
result of his death, the benefits granted herein, shall be granted
instead to his lawful heir or heirs.
6.3. Notwithstanding the foregoing, the Company may terminate the Employee
immediately and without prior notice in the following circumstances:
(a) a material breach of the Employee's obligations pursuant to
paragraphs 8.8, 8.9 and 8.10 (confidentiality and non-competition);
(b) a material breach by the Employee of any other provision of this
Agreement, which is not cured by the Employee within fifteen (15) days
after receiving notice thereof from the Company containing a
description of the breach or breaches alleged to have occurred; (c)
the habitual neglect or gross failure by the Employee to adequately
perform the duties of his position; (d) any act of moral turpitude or
criminal action connected to his employment with the Company or his
place of employment; or (e) the Employee's refusal to comply with or
his violation of lawful instructions of the Chief Executive Officer or
the Board of Directors.
6.4. In the event that Employee's employment has been terminated in
accordance with paragraph 6.3, above, the Employee shall not be
entitled to receive any of the severance payments set forth in
paragraphs 5.3.4 and 6.2, above.
7. TAXES AND OTHER PAYMENTS
7.1. Unless otherwise specifically provided for in this Agreement, the
Company shall not be liable for the payment of taxes or other payments
for which the Employee is responsible as result of this Agreement or
any other legal provision, and the Employee shall be personally liable
for such taxes and other payments.
7.2. The Employee hereby agrees that the Company shall deduct from his
Global Salary the Employee's national insurance fees, income tax and
other amounts required by law or the terms of this Agreement. The
Company shall provide the Employee with documentation of such
deductions.
8. THE OBLIGATIONS OF THE EMPLOYEE
8.1. The Employee agrees to devote his entire business time, energy,
abilities and experience to the performance of his duties, effectively
and in good faith.
8.2. During the period of his employment, the Employee shall not be
employed, whether or not during regular business hours, for pay by any
other party other than the Company, except for teaching activities
approved by the Chief Executive Officer. The Employee must receive the
prior written consent of the Company before assuming an unpaid
position outside the Company. Notwithstanding the foregoing, the
Employee may, with the written permission of the Chairman of the Board
of Directors, become a member of the Board of Directors of another
company and may accept any compensation in connection with such
position.
8.3. The Employee agrees to immediately inform the Company of any Company
issue or transaction in which the Employee has a direct or indirect
personal interest and/or where such issue or transaction could cause a
conflict of interest for the Employee in the fulfillment of his
responsibilities as an employee of the Company.
8.4. The Employee hereby gives irrevocable instructions and permission to
the Company to deduct from any amounts owed to the Employee by the
Company, including amounts payable as severance compensation, (a) any
debt he has or will have to the Company; and/or (b) any amount that
was wrongfully or mistakenly paid to him by the Company. Any such
amounts to be deducted shall be calculated in real terms as of the
date of the deduction, including linkage to cost of living index.
8.5. The Company may at its discretion and at any time apply for and
procure as owner and for its own benefit and at its own expense,
insurance on the life of the Employee ("Key Man Life Insurance") in
such amounts and in such form or forms as the Company may choose. The
Employee shall cooperate with the Company in procuring such insurance
and shall, at the Company's request, submit to such medical
examinations, supply such information and execute such documents as
may be required by the insurance company or companies to whom the
Company has applied for such insurance. Neither the Employee nor any
of his dependents shall have any interest whatsoever in any such
policy or policies, or in the proceeds thereof.
8.6. The Employee declares that the terms and conditions of his employment
are personal and confidential and will not be disclosed by him.
8.7. The Employee declares that he is free to enter into this Agreement and
that he has no obligations of any kind to any third party that would
impair this Agreement, either as an employee or an independent
contractor. The Employee further declares that as long as he remains
an employee of the Company, he will not incur any such obligations.
8.8. The Employee agrees to keep confidential (a) all professional,
scientific, commercial, and business information; and (b) any other
information or document that comes to the Employee's knowledge in
connection with the affairs of the Company (collectively, the
"Confidential Information"), and agrees not to use or exploit the
Confidential Information or to disclose it to any third party where
such use, exploitation or disclosure in not directly related to the
affairs of the Company, unless the Company gives prior written
authorization of such disclosure.
8.9. The Employees agrees that during his employment by the Company and
thereafter he (a) will not disseminate or otherwise make use of the
Confidential Information or of other non-public information of which
he learned while working for the Company, except where such
dissemination or use is directly related to the affairs of the
Company; (b) will maintain the confidentiality of the Confidential
Information; and (c) will not in any way act to injure the reputation
of the Company or any of its affiliated companies.
8.10 The Employee understands and recognizes that his services to the
Company are special and unique. Therefore, he agrees that during the
term of this Agreement and for one (1) year after the termination for
any reason of his employment, he shall not be employed in or give any
services to any business or third party that competes with the
Company or whose activities conflict with the activities of the
Company, unless the Chairman of the Board of Directors has given his
explicit written consent prior the commencement of such employment or
the giving of such services.
8.11. Upon termination of his employment, the Employee agrees to assist the
Company with an orderly transition of his responsibilities and to
return to the Company any documents, information and/or materials
that were given to him or which were created by him in connection
with his employment.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Employee declares that he is aware that anything that is done by
him in the Company or in connection with the Company, whether it be
an invention, a discovery, or the development of an idea or a thing,
all within the framework of the Company's business (the Development")
shall belong to and be controlled by the Company, unless the Board of
Directors shall, in writing, direct otherwise.
9.2. The Company shall have the right to fully utilize and exploit the
Development, as it sees fit, including changing it, registering part
or all of it as a patent, whether in Israel or abroad, selling it,
transferring it to a third party, all without being required to
either receive the Employee's consent or pay the Employee any
additional payment for such Development apart from any payment he
receives pursuant to this Agreement.
9.3. The Development and any subsequent intellectual property arising
therefrom shall remain the sole property of the Employer even after
the Employee's employment terminates for any reason. The termination
of this Agreement, whether due to its breach or its own terms, shall
not impair the Company's exclusive rights in the Development.
Notwithstanding the termination of this Agreement, the Board of
Directors shall have the discretion to award the Employee a cash
payment in accordance with the terms of paragraph 5.2.1, above, as a
result of any Development or subsequent intellectual property arising
therefrom developed primarily by the Employee.
9.4. The Employee may not do anything with the Development or any related
materials without the knowledge and prior consent of the Company. The
Employee declares that he neither has nor will have any rights in the
Development or its fruits and that all rights to the Development and
its fruits shall fully reside in the Company.
9.5. Even in the event that at the time of the termination of the
Employee's employment for any reason the Development has not been
completed, the Employee shall be prohibited from any continued
activity in connection with
the subject of the Development, alone or in concert with others, that
is not explicitly allowed in writing by the Company. The Company
alone will be the sole owner of the uncompleted Development and shall
have the sole right to complete the Development or to take any other
action in connection with the Development.
10. INDEMNIFICATION
The Company shall take whatever steps are necessary to establish a policy of
indemnifying its officers, including, but not limited to the Employee, for all
actions taken in good faith in pursuit of their duties and obligations to the
Company. Such steps shall include, but shall not necessarily be limited to, the
obtaining of an appropriate level of Directors and Officers Liability coverage.
11. GENERAL
11.1. It is agreed that the provisions of this Agreement represent the full
scope of the agreement between the parties and that neither side
shall be bound by any promises, declarations, exhibits, agreements or
obligations, oral or written, that are not included in this Agreement
prior to its execution. Any changes or amendments to this Agreement
must be in writing and signed by both parties.
11.2. This Agreement shall be governed by, and construed and interpreted
under, the laws of the State of Israel. The parties agree that any
legal claim lodged by one party against the other arising from the
terms of this Agreement shall be adjudicated only by the appropriate
court in Jerusalem, Israel.
11.3. If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being
enforced in whole or in part, the remaining conditions and provisions
or portions thereof shall nevertheless remain in full force and
effect and enforceable, and no provision shall be deemed dependent
upon any other covenant or provision unless so expressed herein.
11.4. The rights, benefits, duties and obligations under this Agreement
shall inure to, and be binding upon, the Company, its successors and
assigns, and upon the Employee and his legal representatives. This
Agreement constitutes a personal service agreement, and the
performance of the Employee's obligations hereunder may not be
transferred or assigned by the Employee.
11.5 The failure of either party to insist upon the strict performance of
any of the terms, conditions and provisions of this Agreement shall
not be construed as a waiver or relinquishment of future compliance
therewith or with any other term, condition or provision hereof, and
said terms, conditions and provisions shall remain in full force and
effect. No waiver of any term or condition of this Agreement on the
part of either party shall be effective or any purpose whatsoever
unless such waiver is in writing and signed by such party.
11.6 The headings of Sections are inserted for convenience and shall not
affect any interpretation of this Agreement.
12. NOTICES
12.1. A notice that is sent by registered mail to a party at its address as
set forth in paragraph 12.2, below, shall be deemed received three
(3) days after its posting, and the receipt stamped by the post
office shall represent definitive evidence of the date of mailing.
12.2. The addresses of the parties for the purposes of this Agreement are:
PARTEC LTD.:
000 Xxxxx Xxxx
Xxxxxxxxx 00000
EMPLOYEE:
Mishol Uzrad 5/3
Jerusalem
IN WITNESS WHEREOF the parties have hereunto set their hands at the place and on
the date first above written.
Partec Ltd.
By
/s/ Xxxxxx Xxxxxx /s/ Xxx Xxxxxxxxx
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Employee
