EXHIBIT 10.1
EMPLOYMENT AGREEMENT
Made and entered in Tel-Aviv, on of 1998
------ ----
Between:
Multimedia K.I.D - Intelligence in Education Ltd.
Of 23 Haluzat Hapardesanut Street
Petah Tikva
("THE COMPANY") ON THE ONE PART
and
Xx. Xxxxxx Xxxxxxxxxx
of 00 Xxxx Xxxxxx, Xxxxx Tikva
("THE EMPLOYEE" ) ON THE OTHER PART
WHEREAS: The employee is a shareholder and a director of the company, and,
WHEREAS: The company wishes to employ the employee as its managing
director, and the Employee wishes to be employed in that capacity,
and
WHEREAS: The parties wish to set forth the terms and conditions of the
Employee's employment by the company,
Now therefore, the parties hereby agree and stipulate following:
PREAMBLE
1. The preamble to this agreement constitutes an integral part thereof.
The Articles headings are for convenience reasons only, and are not to
be used for the purpose of the interpretation of this agreement.
JOB DEFINITION
2. The company hereby appoints the Employee as the managing director of
the company.
3. It is hereby agreed that the Employee's obligations towards the
company shall be, inter alia, as following:
3.1 To carry out his duties in accordance with the general guidelines
he shall receive from the company's Board of Directors ("THE
BOARD") from time to time, and to devote all his time, efforts
and attention to the performance of his duties.
3.2 To serve the company in a loyal and integral manner and to his
utmost in order to represent the company's best interests.
3.3 Not to accept any other position as an employee of any third
party, regardless of the compensation he may or may not receive
from said third party, without the company's written consent.
PERSONAL AGREEMENT
4. This agreement is a personal and specific agreement, that sets up the
relations between the Employee and the company, and exclusively
defines the terms of the Employee's employment by the company, subject
to the provisions of the Israeli Law.
WORK HOURS
5. The Employee hereby states and confirms that he is employed by the
company at a managerial position, on a full time basis. The Employee
further states and declares that his employment by the company
involves a high degree of personal trust and faithfulness that makes
it impossible for the company to oversee and control the Employee's
working hours. Subsequently, it is therefore agreed by the parties,
that the provisions of the Israeli Times of Work and Rest Law 1951,
shall not apply to the employment of the Employee, and that the
Employee shall not be entitled to any additional remuneration or
compensation for the work performed while employed by the company,
including work performed during rest days or overtime.
COMPENSATION
6. As full compensation for all services rendered, and work and efforts
invested by the Employee on the company's behalf, the company shall
pay the Employee the following payments:
6.1 A monthly gross salary of 45,000 New Israeli Shekels (NIS), which
will be paid no later than the 9th day of every month ("THE
SALARY"). The salary shall be indexed to the Israeli Consumer
Price Index. The indexing of the salary shall be updated every
three months. The basic Index shall be the index of December
1997, as published on January 15th 1998.
6.2 The Employee shall be entitled to receive the above mentioned
salary starting January 1998.
6.3 The Employee shall be entitled to an annual leave of 26 days.
6.4 The Employee shall be entitled to an annual convalesces pay of 10
days.
6.5 The company shall maintain the Managers Insurance policy number
_______ ("THE POLICY") under the Employee's name, throughout the
term of this agreement. The policy's terms shall remain unchanged
throughout the term of this agreement, unless otherwise
specifically agreed in writing by both the company and the
Employee. The policy shall include an automatic ownership
transfer clause, which will transfer the policy to the ownership
of the Employee immediately upon termination of this agreement.
For avoidance of any doubt, timely and full depositing into the
policy, of the amounts required under the policy, shall be
considered full execution, by the company, of its statutory and
contractual obligations to pay the Employee Pension and Severance
payments, and the company shall not be required to make any
further payments, in connection with Pension and Severance
payment for the Employee.
6.6 The company undertakes to deposit into the policy, within 30 days
from the date of this agreement, an amount equivalent to two
monthly salaries, on account of its debts to the insurance
company issuing the Employee's policy. The amount above
constitutes payment of the debt caused by overdue Pension and
Severance payments, and shall not be considered, for any intent
or purpose, as a part of the Employee's salary.
6.7 The company shall set up an advanced study fund under the
Employee's name ("THE STUDY FUND"), to which fund the company
shall deposit a monthly amount in NIS equivalent to 7.5% of the
Employee's gross salary in the study fund. The Employee shall
deposit a monthly amount in NIS equivalent to 2.5% of the
Employee's gross salary in the study fund, and hereby gives the
company his irrevocable instructions to deduct 2.5% from his
gross monthly salary and to deposit this amount in the study
fund.
6.8 The company shall bear all costs and expenditures of the upkeep
and maintenance of the car owned by the Employee, including, but
not limited to, insurance, petrol, repairs, etc. The company
shall not be required to pay and traffic tickets and/or fines
levied on the Employee. All costs and expenditures pertaining to
the upkeep and maintenance of the car shall be grossed up in the
Employee's salary.
6.9 The Employee shall have, for the term of this agreement, the use
of a company's Mobile Phone. All costs pertaining to the Mobile
Phone shall be paid by the company. The above notwithstanding,
the Employee shall make a record and notify the company of any
personal overseas calls made by him over the Mobile Phone, and
shall reimburse the company for charges paid by the company for
these calls.
6.10 All other social benefits shall be as per the provisions of the
relevant labour laws in force at the time of this agreement.
6.11 The Employee shall bear, and the company shall deduct from the
Employee's monthly salary, Income Tax, Social Security Payments,
Health Insurance payments, Organization payments, and any and all
other obligatory payments imposed by law on Employees in Israel,
which the Employee shall be obligated under law to pay.
6.12 The Employee shall be entitled to a bonus, at the end of each
calendar year, as will be decided by the company's board of
directors.
6.13 It is mutually agreed that any and all patents, invention and/or
copyright work, developed by the Employee during his employment
by the company, shall be the exclusive property of the company,
and the Employee hereby waives any and all right and/or claim of
any kind or sort, arising out of the above.
TERM AND TERMINATION
7. This agreement is for an unlimited period. Each side to this agreement
may terminate this agreement by a prior written notice.
8. The company and the Employee both undertake to give the other party to
this agreement a prior notice of at least 180 days, prior to the
termination of this agreement.
9. The above notwithstanding, should the following events occur, the
company shall be entitled to terminate this agreement without prior
notice:
9.1 The Employee has breaches his non-competition obligations under
this agreement,
9.2 The Employee had breached this agreement by a material breach,
and did not repair the breach within 30 days from the company's
written notice demanding the repair of said breach.
9.3 The Employee has been convicted of a crime, according to the
Israeli Penal code of 1977, and the conviction carries with it
disgrace
9.4 The Employee shall report directly to the company's Board of
Directors, follow the Board's instructions, and supply the Board
with all information required by the Board
10. Upon termination of this agreement, and throughout the prior-notice
period, the Employee shall leave his position in an orderly manner, in
coordination with the Board, and shall supply his successor with all
the assistance and information required by the successor.
CONFIDENTIALITY AND NON-COMPETITION
11. Throughout the term of this agreement, and for a period of 18 months
after termination, the employee undertakes not to have any interest,
as an employee, consultant, officer or director in, or otherwise aid
or assist in any manner, any firm, corporation, partnership,
proprietorship, or other business that engages, whether in Israel or
abroad, in any activity and/or business, competing with that of the
company.
12. The Employee undertakes to keep secret and retain in strictest
confidence, and not to use for his or any person's or entity's
benefit, other than the company, all confidential matters and trade
secrets known to him relating to the business and the operation of the
company, including, without limitation, information regarding
software, systems, customer lists, pricing policies, products
development and manufacture technique and/or methods and/or processes,
operational methods, know-how, inventions and research projects and
other business affairs related to the business and/or operation of the
company.
13. Within the period of one (1) year after termination of the Employee's
employment by the company, the Employee undertakes not to employ
and/or not to solicit the employment of any person who was employed in
a key position by the company, during the period of one year prior to
the termination of the Employee's employment by the company.
LIABILITY INSURANCE
14. The Company undertakes to maintain with a well established Insurance
company, throughout the term of this agreement, and for a period of
two years thereafter, a valid insurance policy as defined in Article
96 (41) of the Israeli Companies Order of 1983, insuring the Employee
against claims related to and/or regarding the Employee's position in
the company and/or actions while in the company's employment, or on
the company's behalf.
15. The Employee shall be a beneficiary of said Insurance, and shall be
insured for no less than US $1,500,000 per claim and US $3,000,000
per term.
16. The Insurance shall cover all claims, arising and/or pertaining to
breach of fiduciary duties and/or a bona-fide or negligent breach of
trust towards the company and/or any third party, and any and all
financial liability imposed on the Employee due to the above. The
Insurance shall not cover intentional or malicious breach of trust
towards the company.
17. The company hereby undertakes to reimburse the Employee for all
financial liabilities imposed on him or incurred by him due to any
claim against him, arising and/or relating to an action taken on his
part in his capacity as the company's employee, including any
reasonable legal fees and costs, incurred in the course of conducting
the Employee's defense against said claims, including legal costs
imposed on the Employee by a competent Court or Arbitrator, inasmuch
as said reimbursement is permitted under the Israeli Companies Order
of 1983.
The employee shall not be entitled to recover any additional payment
from the company, other than the reimbursement stated above, for any
financial liabilities imposed on him or incurred by him due to any
claim against him, arising and/or relating to an action taken on his
part in his capacity as the company's Employee, as stated above.
18. The company hereby undertakes to alter it's Articles of Association in
accordance with Article 96 of the Israeli Companies Order of 1983, in
order to be able to reimburse the Employee, as stated in Article 16
above, for all financial liabilities imposed on him or incurred by
him, due to any claim against him, arising and/or relating to any
action taken on his part in his capacity as the company's employee.
JURISDICTION
19. This agreement shall be governed exclusively by Israeli Law. The
competent Courts in Tel-Aviv shall have sole jurisdiction over any
dispute arising under this agreement, including, but not limited to,
dispute related to this agreement, its validity, interpretation,
breach and termination.
IN WITNESS HEREOF, THE PARTIES HAVE EXECUTED THIS EMPLOYMENT AGREEMENT
MULTIMEDIA K.I.D.
Intelligence in
Education Ltd.
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxxxxxxx
------------------- ---------------------
The company The Employee