Exhibit 10.13
INDIVIDUAL EMPLOYMENT AGREEMENT
This agreement is entered as of January 1, 1992
BETWEEN
Scope Metal Trading and Technical Services LTD.,
A corporation with its principal place of business at Mazkeret Batia
(The "COMPANY")
AND
Xxxxxx Shiloh
(The "EMPLOYEE")
WHEREAS the Company desires to continue to employ the Employee, and the Employee
desires to continue his employment with the Company; and
WHEREAS, the Company and the Employee wish to set forth the terms and conditions
of the Employee's employment with the Company;
THEREFORE it is mutually covenanted and agreed by and among the parties as
follows:
1. INTRODUCTION, TITLES AND APPENDIXES
a. The introduction to the Agreement is an inseparable part of the
Agreement.
b. The titles of the Agreement are only for convenience and shall
not be used for purpose of interpretation.
c. The appendixes attached hereto shall constitute an inseparable
part of this Agreement.
2. EMPLOYMENT
It is agreed that the Employee shall continue to work in and for the
Company, upon the terms and conditions hereafter set forth.
3. TERM OF EMPLOYMENT
The term of this Agreement shall be five (5) years measured from the
Effective Date. Thereafter, this Agreement shall be extended automatically
for successive terms of five (5) years unless the Company or the Employee
shall give written notice of termination to the other party hereto at least
three (3) years prior to the day of termination as determined by the party
wishing to terminate the Agreement or any renewal term thereof.
POSITION
Employee shall be employed as Chief Executive Officer and Controller
of the Company.
4. DUTIES AND RESPONSIBILITIES
a. Employee shall perform his duties faithfully and to the best of
his ability, to use all of his skills, expertise and knowledge
for the benefit of the Company and the promotion of its' goals at
a high and efficient level, all according to the requirements of
his position and as required by the Company.
b. During the period of Employment, the Employee shall devote his
time, attention and energies to the business of the Company.
c. Employee agrees not to cause or enable damage to the intellectual
property of the Company.
5. COMPENSATION
a. In consideration of the services rendered by the Employee
hereunder, the Company shall pay the Employee a base salary of
NIS 30,000 before tax.
b. The salary set forth above is linked to the monthly consumer
price index.
c. Employee shall receive an increase of 5% (five percent) of his
linked monthly salary at the end of each full year of employment
during the term of this Agreement. After such increase the salary
will continue to be linked each month for the following year and
so forth.
d. All tax payments made pursuant to this Agreement shall be borne
by the Employee unless stipulated otherwise in this Agreement.
6. BENEFITS
a. Manager's Insurance
1) The Company shall procure a full and maximal Manager's
Insurance Policy in the name of the Employee that will also
include life insurance, compensation for lost of working
ability and disability or any other similar insurance.
2) The Employee agrees to pay his part of the Policy and allows
the Company to deduct from Employee's salary his payment
under such Policy.
3) The parties agree that payments by the Company towards the
Policy under this section shall be in lieu of any statutory
obligations to pay severance pay.
4) The policy will include an explicit section that grants the
Employee all present or future rights derived from the
Policy.
b. Vacation
1) Employee shall be entitled to 24 working days paid vacation
annually, of employment and in accordance with applicable
legal requirements.
2) The Employee is entitled to be paid for his unused vacation
days but may not accumulate such days for a period longer
than one (1) year.
c. Recuperation Pay
The Employee shall be entitled to Recuperation Pay in accordance with
Israeli Law.
d. Bonus
a. The Company may pay to the Employee an annual bonus at its sole
discretion and without legal or other obligations of the Company.
The Company will consider the Employee's performance and his
contribution to the Company's business and the success of the
Company's business activities in that year. The discretion in
this matter is total and unappealable. The Company shall not have
to give reasons for its discretion in this matter.
b. It is agreed that the bonus, if paid, will not be part of
Employee's salary for any calculation. The grant\non grant of the
bonus shall not form the cause of any action of any kind of the
Employee.
7. CAR
a. The Employee shall be entitled to the use of a manager's
automobile provided by the Company, model and year to be
determined by the Company.
b. The Company will bear all expenses of the Employee for the car's
use-expenses including insurance, gas, licensing, repairs etc.
c. The Employee will keep the car in good condition, drive it
carefully and maintain it according to the manufacturer's and
Company's instructions.
d. The Employee will notify immediately of any damage or accident
caused to the car during/arising out of his use of it.
e. In case of termination of employment for any reason, the Employee
will return the car to the Company in good condition no later
than his last day of employment unless otherwise agreed by the
Company in writing. Employee recognizes and acknowledges that the
car is the property of the Company and he has no rights regarding
it.
f. The taxable value of the car shall be fully paid by the Employee.
8. CONFIDENTIALITY
a. In this agreement the meaning of 'companies controlled by the
Company' is companies and\or partnerships in which the Company
holds at least half of the shares issued and/or the right to
appoint half or more of it's directors and/or holds half or more
of partnership percentage and\or has the right to appoint half or
more of the Company's management.
b. During his employment and at any time after the termination of
his employment with the Company, Employee shall not for himself
or others, or make any use of any confidential information, or
any other proprietary data of the Company or it's subsidiaries.
The Employee shall hold and safeguard the Confidential
Information in trust for the Company and shall not misappropriate
or disclose or
make available to anyone for use outside the Company organization
at any time in any way.
'Confidential Information' - any information identified with
the Company or companies controlled by it and not in the
public domain consisting but not necessarily limited to:
a. Research and development
b. Business activities of the Company or it's
controlled companies
c. Customers lists and sources of supply
d. Marketing or merchandising systems
9. GENERAL
a. Any representation, statement, obligation, warrant and
etc. dated before the execution of this Agreement are
hereby terminated and invalid unless specified
otherwise in this Agreement.
b. If any of the provisions in this Agreement shall be
terminated by court or announced invalid for any
reason, the rest of the Agreement shall remain in
force.
c. The Parties' addresses shall be as specified in the
Introduction to this Agreement. Any notice by
registered post shall be deemed as received 72 hours
after such message has been sent by mail and if
delivered by hand- at the time of delivery.
d. The Parties sign this Agreement after reviewing it
carefully and they declare of their awareness to the
obligations made herein and their implication.
IN WITNESS WHEREOF, the parties have executed this Agreement
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Company Employee
