Contract
Exhibit
4.18
This
Employment Agreement is entered into as of August 1st, 1999, effective as
of
August l, 1999 (the "Effective Date"), by and between XTL
Biopharmaceuticals Ltd., an
Israeli company with its principal offices in Building No. 3 (third floor),
Kiryat Weizmann, Rehovot, Israel, (the "Company
"), and Xxxxxxxx Xxxxxx (ID
Number 12714515) an individual whose address 00 Xxxxxxxx Xx., Xxxxxxx, Xxxxxx
(the "Employee").
WITNESSETH:
WHEREAS,
the Company desires to employ the Employee as its Chief Financial Officer,
and
the Employee desires to be employed by the Company as its Chief Financial
Officer, on the terms and conditions set forth below:
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
covenants herein contained, the parties hereto agree as follows:
l. EMPLOYMENT:
DUTIES
The
Company hereby employs the Employee, and the Employee hereby accepts employment,
as the Chief Financial Officer of the Company on the terms and conditions
set
forth below. The Employee shall be responsible for, and shall supervise and
manage all the financial
activities of the Company, including without limitation, to its financial
affairs vis-a-vis suppliers, the office of the Chief Scientist, the Israel
Investment Center, subcontractors, investors and investment banks. In addition,
the Employee shall perform such other services and duties as are normally
incident to the position held by the Employee and are commensurate with the
Employee's background, education and professional standing or as are requested
of the Employee by the Company's CEO and the Board of Directors of the Company.
In carrying out these functions, the Employee shall work at the direction
of and
subject to the approval of, and shall report to, the CEO of the Company.
The
Employee shall perform his duties hereunder at such locations as are directed
by
the Company's Board of Directors. The Employee shall devote all of his business
time and efforts to the performance of his duties and the business and affairs
of the Company. The duties of the Employee are such as require personal trust
and confidence, as referred to in Section 30(a)(5) of the Hours of Work and
Rest
Law, 5711-1951.
2.
TERMINATION
(a) The
Employee's employment hereunder shall commence on the date set forth above
and
shall continue until terminated upon the first to occur of the following
events
(each of the following shall be deemed a "Terminating Event"):
(i) The
death
or disability of the Employee (for purposes of this Section 2, "disability"
shall be deemed to have occurred if Employee is unable, due to any physical
or
mental disease or condition, to perform his normal duties of employment for
90
consecutive days in any 12-month period);
(ii) Termination
by the Company for just cause. Any of the following actions or omissions
by the
Employee shall constitute just cause: -
1
(1) Material
breach by the Employee of Section 5 of this Agreement;
(2) Material
breach by the Employee of any provision of this Agreement other than Section
5
which is not cured by the Employee within fifteen (15) days after his receipt
of
notice thereof from the Company containing a description of the breach or
breaches alleged to have occurred;
(3) Habitual
neglect by the Employee or gross failure by the Employee to adequately perform
the duties set forth in Section 1 hereof; or
(4) Any
action by the Employee to intentionally harm the Company or any act of
embezzlement or theft committed by the Employee against the
Company.
(iii) Termination
by the Employee for just cause. Any of the following actions or omissions
by the
Company shall constitute just cause:
(1) Material
breach by the Company of any provision of this Agreement which is not cured
by
the Company within fifteen (15) days after its receipt of notice thereof
from
the Employee containing a description of the breach or breaches alleged to
have
occurred; Material breach shall include, inter alia, events in which the
company
imposes, without cause, substantial and material changes in the conditions
of
the Employee's employment, or limits without cause the Employee's activities
in
a manner which substantially and materially detracts from his capacity as
Chief
Financial Officer of the Company or an appointment of another employee to
a
position which is, in substance, parallel, similar or identical to the position
of the Employee as the Chief Financial Officer of the Company as described
in
Section 1 herein above.
(2) Any
action by the Company to intentionally harm the Employee.
(3) The
Employee is required by the Company to perform actions and activities which
the
Employee deems as illegal or detrimental to the Company's business.
(iv)
Termination without cause. The Company may, without cause, terminate this
Agreement at any time, by giving ninety (90) days notice to the Employee.
The
Employee may, without cause, terminate this Agreement at any time by giving
ninety (90) days notice to the Company. In any such event, the Employee shall
be
paid his regular compensation up to the date of termination and shall continue,
if requested by the Company, to render his services to the Company during
such
period.
(b) Post-termination.
Except
as provided herein or required by law, the Parties shall not have any claim
against each other, for damages or otherwise, or be entitled to any payment
or
other benefit, as a result of the termination of this Agreement. If so requested
by the Company,
the Employee shall use his best efforts to effect an orderly transfer of
his
duties to his successor.
(c) Effect
of Termination.
Upon
the occurrence of any of the Terminating Events (except for Subsection
(a)(ii)(4) above), the Employee will be entitled to receive: (a) his Salary,
as
defined below, for a period of three (3) months from the date of the Terminating
Event (the end of such period shall be referred to herein as the "Termination
Date"), and
(b)
"severance pay" in the event of termination by the Company in an amount equal
to
100% of the Employee's last Salary, as defined below, multiplied by the relevant
period he has been employed by the Company from the date hereof and until
the
Termination Date (number of years, months and days). The "severance pay"
or
"termination fee", as applicable, shall comprise of all the amounts accrued
in
the Managers Insurance as Severance, with any shortfall to be paid up by
the
Company.
2
3. COMPENSATION
AND BENEFITS, EXPENSES
(a) Compensation
and Benefits.
As
compensation for the performance of his duties on behalf of the Company,
the
Employee shall be entitled to the following compensation:
(i) Monthly
Salary.
The
Company shall pay the Employee a monthly salary in NIS equal to US$7,500,
calculated in accordance with the respective exchange rate as of the date
of
each payment (the "Salary"),
gross
per
month during his employment with the Company. The Salary shall be paid in
monthly installments not later than the fifth day of each month with respect
to
the preceding month. The Company shall pay the Employee twelve (12) monthly
salaries per year. The Salary shall be linked to the US dollar. The Company,
will deduct all income tax and other taxes or government levies imposed on
the
Salary or on other amounts paid by the Company to the Employee. The linkage
of
the Salary to the US.Dollar is in lieu of any "Tosefet Yoker", or other
statutory or mandatorily required increase in salary, which the Employee
hereby
waives.
(ii) Managers
Insurance.
At the
end of each month during the employment of Employee hereunder (or such other
day
as is consistent with the Company's general practices), the Company shall
pay an
aggregate amount equal to 155/6%
of the
Employee's monthly Salary for the preceding month to a Managers Insurance
(Bituach Manahalim) policy (the "Policy")
through an
agency
and with an insurance company to be jointly selected by the Company and the
Employee, or to Makefet (in the event that the Employee chooses to do so)
to be
divided as follows: 81/3% toward
Severance; 5% toward Compensation; and 2.5% toward "Shalva" insurance (or
comparable loss of working capacity insurance). In addition, at the beginning
of
each month the Company shall deduct from the Salary of the Employee an amount
equal to 5% of the Employee's monthly Salary for the preceding month, and
shall
pay such amount as premium payable in respect of the "Compensation" component
of
the Policy. Upon any increase in the Employee's Salary, the Company shall
contribute to the Employee's Policy the difference, if any, between the amount
accumulated in the Policy towards Severance, and the product of the Employee's
last monthly Salary multiplied by the number of complete years, or parts
thereof, the Employee was employed by the Company.
(iii) Keren
Hishtalmut Fund. At the end of each month during the employment of the
Employee hereunder (or such other day as is consistent with the Company's
general practices), the Company shall pay an amount equal to up to
71/2% of the Employee's monthly Salary for the preceding month
(the "Maximum Amount"), but in no event an amount which is
exceeds the amount which is tax qualified for the Employee (the "Tax
Amount"), to a Keren Hishtalmut Fund designated by the Employee (the
"Fund"), and shall deduct from the Salary of the Employee
an
amount equal to up to 21/2 % of the Employee's monthly Salary for the
preceding month and pay the same to the Fund. Any amounts resulting the Maximum
Amount less the Tax Amount, shall be paid to the Employee after payment of
applicable taxes.
3
(iv) Transfer
of Policy and Fund.
All
sums accumulated as premiums in respect of the Policy and the Fund (whether
paid
by the Company or by the Employee), shall entirely belong to the Employee,
and
the Company shall take all such actions as are necessary to effect the same.
The
Company undertakes that upon any of the aforesaid Terminating Events, it
shall
take all such actions and complete all such forms as are necessary to fully,
automatically and unconditionally release the Policy and the Keren Hishtalmut
Fund to the Employee or as the Employee shall direct. Notwithstanding the
aforesaid in this sub-section (iv), in the event of termination of the
employment by the Company for just cause, as set forth in Section 2(a)(ii),
the
Company may release or withhold the severance portion in the Policy at its
sole
and absolute discretion.
(v) Vacation;
Recuperation Day .
The
Employee shall be entitled to Twenty (20) days of paid vacation annually
during
the term of this Agreement (prorated for any partial calendar year during
which
he is employed hereunder). The Employee may carry forward any unused portion
of
any such vacation. The value of any unused vacation days shall be paid to
the
Employee, pro rata, on the basis of the Salary, at the end of each calendar
year
or upon termination of this Agreement, at the discretion of the Employee.
The
Employee shall be entitled to recuperation days as prescribed by applicable
law.
The value of any unused recuperation days shall be paid to the Employee,
pro
rata, at the end of each calendar year.
(vi) Sick
Leave.
The
Employee shall be entitled to sick leave as prescribed by applicable law.
The
Employee may carry forward any unused portion of any such sick leave as
prescribed by applicable law.
(vii)
Company
Automobile.
The
Employee will be entitled to use a Company-owned automobile of a value not
exceeding US$25,000. The Company will bear all expenses of maintaining and
operating the same, including, without limitation, insurance, gasoline,
maintenance and repairs. The Company will gross up and pay any tax that the
Employee may be required to pay for the use of the Company-owned
automobile.
(ix) Telephone
Line; Cellular Phone.
The
Company shall purchase and maintain for the Employee a telephone line at
the
Employees home. The Company shall gross up and bear the expenses of the usage
of
such telephone line, including any tax that the Employee may be required
to pay
for the use of the Company owned telephone line. The Company shall purchase
and
maintain for the Employee a portable cellular telephone. The Company
shall gross up and bear the expenses of the usage of such cellular phone,
including any tax that the Employee may be required to pay for the use of
the
Company owned cellular phone
(b) Expenses.
The
Company shall pay or reimburse the Employee for all normal, usual and necessary
expenses incurred or paid by the Employee in the performance of his duties
hereunder, against receipt by the Company of appropriate vouchers, receipts
or
other proof of the Employee's expenditures.
(c) Review.
The
Board of Directors will annually, and at such other times as agreed upon
between
the parties, review the terms of employment of the Employee, based upon the
Employee's contribution to the Company and based upon a consideration of
compensation at comparable companies in Israel. In addition, the Board of
Directors may review the terms mentioned in this Section 3, upon special
performances of the Company.
4
(d) Grant
of Shares/Options.
The
Employee shall be entitled to receive 67,872 options to purchase Common Shares
of the Company equal to 0.8%
of
the
issued and outstanding share capital of the Company on the date hereof (the
"Options"). The exercise price of such Options shall be equal to US$4.9723
per
Option. The Options shall vest monthly over a four (4) year period so that
for
each complete month the Employee has been employed by the Company, 1/48 of
the
Options shall vest. The grant of such Options and the terms and conditions
applicable thereto are subject to (i) the inclusion of the Employee in the
Company's stock option plan; (ii) approval by the Company's Board of Directors,
and (iii) such other terms and conditions as required in order to effect
the
grant of the Options. All tax consequences resulting from the grant, vesting
and
exercise of the Options to or by the Employee shall be his sole and exclusive
responsibility.
4. REPRESENTATIONS
AND WARRANTIES BY THE EMPLOYEE
The
Employee hereby represents and warrants to the Company as follows:
(a) No
Conflicts.
Neither
the execution and delivery of this Agreement nor the performance by the Employee
of his duties and other obligations hereunder violate or will violate any
prior
employment agreement, contract, or other instrument to which the Employee
is a
party or by which he is bound.
(b) Capacity.
The
Employee has the full right, power and legal capacity to enter and deliver
this
Agreement and to perform his duties and other obligations hereunder. This
Agreement constitutes the valid and binding obligation of the Employee. To
the
best of the Employee's knowledge, no approvals or consents of any persons
or
entities are required for the Employee to execute and deliver this Agreement
or
perform his duties and other obligations hereunder.
5. CONFIDENTIAL
INFORMATION, NON
COMPETITION
5.1 The
Employee obligations concerning Confidential Information.
(i)
During
the term of his retention by the Company and for an indefinite period
thereafter, the Employee shall treat Confidential Information, including
the
Company's clients, partners, shareholders or suppliers, or any other parry
to
whom the Company owes an obligation of confidence on a confidential basis
and
shall not disclose any such information to others without the prior written
permission of the Company, or use Confidential Information for any purpose,
other than for the performance of services for the Company.
(ii) The
Employee acknowledges that Confidential Information is the sole and exclusive
properly of the Company. Upon any termination of the Employee's retention
by the
Company, the Employee shall surrender possession of all Confidential Information
to the Company.
(iii) For
the
purpose of this Section 5.1, "Confidential
Information" shall
mean all
information
of, or pertaining to, the Company which is, by its nature, confidential,
including, without limitation, all documentation, software, customer lists,
know-how and other information of any kind or nature relating to the past,
present or future business, as known at the time of the actual departure,
of the
Company or any plans therefor, or relating to the past, present or future
business of a third party or plans therefor that are disclosed to the Company,
which the Company does not disclose to third parties without restrictions
on use
or further disclosure, and information concerning products, services and
technology, both current and under development, promotion and marketing
programs, lists, trade secrets and other confidential and proprietary business
information of the Company or any of its clients, partners, shareholders
or
suppliers, except to the extent required to carry out his responsibilities
to
the Company. Notwithstanding the foregoing, "Confidential Information" shall
not
include information which the Employee can evidence to the Company: (i) is
in,
or enters the public domain otherwise than by reason of a breach hereof by
the
Employee; (ii) is known by the Employee at the time of disclosure thereof
by the
Company; (iii) is independently obtainable by the Employee without recourse
to
Confidential Information; or (iv) is rightfully transmitted or disclosed
to the
Employee by a third party which owes no obligation of confidentiality with
respect to such information.
5
5.2 Restrictive
Covenants.
During
the term of this Agreement, and until one (1) year after the Termination
Date
(the "Determining
Date"), in
consideration of the terms and covenants contained herein, the Employee
warrants, represents and covenants that he shall not, except as may be approved
in writing by the Company and as an employee, representative or agent of
the
Company, within the geographic area known as the world:
(i) perform
any services, directly or indirectly, for any person or entity, regarding
any
development and/or sale and/or license of a product or know how, competing,
directly or indirectly, with the Company or any affiliate thereof;
(ii) own,
directly or indirectly, an interest in, or promote or assist financially
or
otherwise, any entity competing , by way of development and/or sale and/or
license of a product or know how, directly or indirectly, with the Company
on
the date hereof or at any time (during the term of this Agreement).
(iii) compete,
directly or indirectly, with any services marketed or offered by the
Company;
(iv) canvass,
solicit or accept any business, patronage, orders, customers, or clients
in any
form, for himself or for any other person or entity that he owns that is
engaged
in a business competing, directly or indirectly, with the Company or any
affiliate thereof, from any clients or customers of the Company, or give
any
other person, firm or corporation the right to do any of the
foregoing;
(v)
directly
or indirectly request or advise any clients, customers, shareholders, or
suppliers of the Company to withdraw, curtail, or cancel their business with
the
Company, or in any other way directly or indirectly interfere with or disrupt
or
attempt to disrupt the Company's business relationship (express, implied,
or
otherwise) with any of its clients, customers, shareholders, or
suppliers;
(vi) directly
or indirectly induce, or attempt to influence, any employee or representative
of
the Company to terminate his or her employment with the Company or its
successor;
(vii) directly
or indirectly employ, or attempt to employ, any employee or representative
of
the Company;
6
The
Employee acknowledges that a breach of the foregoing restrictive covenants
by
the Employee would result in substantial injury and damage to the Company
for
which there is no adequate remedy at law. Therefore,
in the event of an actual or threatened breach of such restrictive covenants
by
the Employee, the Company shall be entitled, in addition to all other remedies
and damages that may be available to the Company at law or in equity, to
a
preliminary restraining order and an injunction, or any other available
equitable remedy, to restrain the violation or attempted violation of this
Agreement by the Employee or by any other person or entity acting for his
benefit or on his behalf. In the event there is any action to enforce the
terms
of such restrictive covenants, the prevailing party, in addition to any other
remedy, shall be entitled to recover reasonable attorney's fees and all other
reasonable costs associated with any such action both on the trial and appellate
level and in any creditor's proceedings. In the event that a court of competent
jurisdiction determines by final non-appealable judgment that the scope,
time
period, or geographical limitations of any of the restrictive covenants
specifically set forth herein are too broad to be capable of enforcement,
said
court is authorized, and
the
parties hereto stipulate that such court shall, modify said restrictive
covenants and enforce such provisions as to scope, time, and geographical
areas
as the court deems equitable, just and appropriate considering the intent
of the
parties hereto.
(e) Communication
to the Company.
At all
times prior to the Determining Date, the Employee shall communicate and direct
to the Company all knowledge, business opportunities and client contact and
any
other matters or information acquired by him which are in the scope of the
business of the Company. Any such information communicated to the Company
as
required herein shall be and shall remain the property of the Company,
notwithstanding the subsequent termination of this Agreement.
6.
MISCELLANEOUS
(a) Entire
Agreement.
This
Agreement is the entire agreement between the parties with, respect to the
subject matter hereof, and supersedes all prior understandings, agreements
and
discussions between them, oral or written, with respect to such subject matter.
This Agreement shall not be modified or amended except by a written instrument,
signed by the parties hereto. All remedies specified herein or otherwise
available shall be cumulative and in addition to any and every other remedy
provided hereunder or not or hereafter available at law or in equity. No
waiver
or failure to act with respect to any breach or default hereunder, whether
or
not the other party has notice thereof, shall be deemed to be a waiver with
respect to any subsequent breach of default, whether of similar or different
nature.
(b) Binding
Effect.
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.
(c) Notices.
Any
notice or other communication required or desired to be given by either party
to
the other hereunder shall be in writing and shall be deemed duly given for
all
purposes (a) when received or seven (7) days after it is mailed by prepaid
registered airmail, return receipt requested; (b) upon the transmittal thereof
by telecopier; or (c) upon the manual delivery thereof, to the respective
addressee or fax numbers set forth above, or such other addresses of which
notice as aforesaid has actually been received.
7
(d) Applicable
Law, Attorney's Fees.
This
Agreement shall be interpreted according to the laws of the State of Israel.
The
prevailing party in any arbitration or legal proceedings or litigation arising
hereunder shall be entitled to be awarded its attorney's fees on the trial
and
appellate levels, its costs, and all other costs and damages as the appropriate
tribunal shall render and award.
(e) Assignment.
The
Employee acknowledges that his services are unique and personal. Accordingly,
the Employee may not assign his rights or delegate his duties or obligations
under this Agreement except with the prior written consent of the Company.
The
Company's rights and obligations under this Agreement shall inure to the
benefit
of and shall be binding
upon the Company's successors and assigns. The Company may assign this Agreement
to any successor in interest without the consent of the Employee.
(f) Reformation;
Severability
(i) Whenever
possible, each provision of this Agreement will be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Agreement is finally determined by a court of competent jurisdiction to be
unenforceable or invalid under applicable law, such provision will be effective
only to the extent of its enforceability or validity, without affecting the
enforceability or validity of the remainder of this Agreement, and such court
shall have jurisdiction to reform this Agreement to the maximum extent permitted
by law, and the parties will abide by the court's determination. In the event
that any such provision of this Agreement cannot be reformed, such provision
will be deemed severed from this Agreement, but every other provision of
this
Agreement shall remain in full force and effect.
(ii) Without
limiting the generality of the foregoing, if for any reason any portion of
the
restrictions contained herein are held to be unreasonable, arbitrary, or
against
public policy, then the restrictions shall be considered divisible, both
as to
the-time and to the geographical area, with each month of the specified period
being deemed a separate period of time and each radius mile of the restricted
territory being deemed a separate geographical area, so that the lesser period
of time or geographical area shall remain effective so long as the same is
not
unreasonable, arbitrary, or against public policy. If any court of competent
jurisdiction determines the specified period or the specified geographical
area
of the restricted territory to be unreasonable, arbitrary, or against public
policy, a court of competent jurisdiction shall construe and interpret or
reform
such provision so that a lesser time period or geographical area which is
determined to be reasonable, non-arbitrary, and not against public policy
may be
enforced. If the Employee violates any of the covenants contained herein
and if
any court action is instituted to prevent or enjoin such violation, then
the
period of time during which the Employee shall be restricted, as provided
in
this Agreement, shall be lengthened by a period of time equal to the period
between the date of such breach of the terms or covenants contained in this
Agreement and the date on which the decree of the court disposing of the
issues
upon the merits shall become final and not subject to further
appeal.
(g) Cumulative
remedies.
All
rights and remedies of the parties shall be cumulative, and the parties shall
have the right to obtain all available equitable remedies against each other
for
the enforcement of this Agreement.
(h) Non-Waiver.
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 for any purpose
whatsoever unless such waiver is in writing and signed by such
party.
8
(i) Headings.
The
headings of paragraphs are inserted for convenience and shall not affect
any
interpretation of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.
|
By:
/s/ Xxxxxxxx
Xxxxxx
Xxxxxxxx Xxxxxx
(the “Employee”) |
|
By:
/s/ Xxxxxx
Xxxxxx
|
9
AGREEMENT
This
Agreement (“Agreement”)
is
made by and among XTL Biopharmaceuticals Ltd. the “Company”)
and
Xxxxxxxx Xxxxxx (“Xxxxxx”).
WHEREAS,
the Company and Xxxxxx entered into an Employment Agreement dated August
1,
1999, a copy of which is attached hereto as Exhibit
A
(the
“Employment
Agreement”);
WHEREAS,
the parties hereby desire to amend certain terms and conditions contained
in the
Employment Agreement, on the terms set forth below.
NOW
THEREFORE, in consideration of the promises and mutual agreements set forth
in
this Agreement and Release, it is agreed by and between the undersigned as
follows:
1. Termination
Payment.
1.1 The
Parties hereto agree, that upon the termination of Xxxxxx’x employment with the
Company, for any reason other than for “cause” (the “Termination
Date”),
the
Company shall continue to pay to Xxxxxx, in accordance with Sections 2(a)(iv)
and 2(c) of the Employment Agreement (such provisions stating a three (3)
months
notice period (Section 2(a)(iv) and a three (3) months additional period
(Section 2(c)), an amount equal to Xxxxxx'x base salary (including all the
rights detailed in Section 3 of the Employment Agreement) as at the time
of the
Termination Date, less required tax withholdings, for a period of six (6)
months
from the Termination Date (the “Additional
Period”),
without requiring Xxxxxx to physically be present at the Company and render
his
services to it during such Additional Period. The Company or Xxxxxx shall
notify
each other regarding the termination of the Employment Agreement upon fourteen
(14) days written notice to the other.
1.2 Xxxxxx
will be entitled to receive a cash bonus in the amount of US$50,000 in
recognition of his hard work and dedication in the Company to date (the
“Bonus”),
such
Bonus to be paid in two equal installments, the first (US$25,000) at the
end of
April 2005 (together with the monthly salary payment to be paid at the beginning
of May 2005) and the second (US$25,000), immediately upon the completion
of the
listing of the Company’s shares on NASDAQ and commencement of
trading.
1.3
Xxxxxx
shall retain the right to exercise all the options (the "Options")
granted to him by the Company during the term of his employment, to the extent
vested, until the earlier of (a) the final period for the exercise of such
options, or (b) twelve (12) months from the expiry of the Additional Period.
The
Options will continue to vest until the end of the Additional Period. A list
of
the Options, including the date of grant, date of option termination, exercise
price and total number of shares vested as of the date hereof is set forth
on
Exhibit
B
hereto.
2. Entire
Agreement.
Other
than the amendments to the Employment Agreement set out herein, the remainder
of
the terms and conditions of the Employment Agreement shall continue to be
in
full force and effect. In the event of any inconsistency between the terms
and
conditions contained in the Employment Agreement and the terms and conditions
contained herein, the terms and conditions contained herein shall govern.
This
Agreement may be amended only by a written instrument executed by all parties
hereto.
10
3. Severability.
In the
event any provision of this Agreement shall be found unenforceable by an
arbitrator or a court of competent jurisdiction, the provision shall be deemed
modified to the extent necessary to allow enforceability of the provision
as so
limited, it being intended that the Company shall receive the benefits
contemplated herein to the fullest extent permitted by law. If a deemed
modification is not satisfactory in the judgment of such arbitrator or court,
the unenforceable provision shall be deemed deleted, and the validity and
enforceability of the remaining provisions shall not be affected
thereby.
4. Applicable
Law.
The
validity, interpretation and performance of this Agreement shall be construed
and interpreted according to the laws of the State of Israel.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
|
Dated:
___________________
|
By: /s/
Xxxxxxxx
Xxxxxx
Xxxxxxxx Xxxxxx
|
|
Dated:
___________________
|
By:
/s/ XTL Biopharmaceuticals Ltd.
|
11
