EMPLOYMENT AGREEMENT
made and entered into in Tel Aviv, Israel, as of the "Effective Date" (as
defined below) by and between Net2Wireless Israel Ltd., corporate no.
00-000000-0, a corporation organized and existing under the laws of the State of
Israel, having its principal place of business at 00 Xxxx Xxxxxx, Xxxx Xx'xxx
00000, Xxxxxx, Fax 000-0-0000000 (hereinafter "Company") of the first part; and
the Employee (as defined below) of the second party;
PERSONAL INFORMATION
Xxxxxx Xxxxx 72205439
Employee (Name) I.D. Xxxxxx
XXXXXXX Xxxxx 0 Xxxxx-Xxxxx 00000
Xxxxxx Xxxx Xxx Code
00-0000000
Telephone Facsimile e-mail
TERMS OF EMPLOYMENT
Effective Date: 15.10.99
Initial Term: N/A
Position: V.P. Logistics (International)
Compensation: 50,000 NIS Per month
Car Expenses Allowance: Per month
Executive's Insurance: Yes x No Percentage: 5%+8.33%
Disability Insurance: Yes x No Percentage: 2.5%
Advance Study Fund: Yes x No Percentage: 7.5%
Provident Fund: Yes No Percentage: --
Option Plan: Yes x No Number of Options: 50,000
(10,000 vested immediately) Exercise Price: 4 US$ Per Share
Annual Vacation: 21 Per year with full salary
Termination Notice Period: 3 Months in advance in case of the Company
3 Months in advance in case of the Employee
/s/ /s/
Net2Wireless Israel Ltd. Employee
General Terms
I. The following General Terms (hereinafter "General terms") shall apply to
the Employee, as the case may be, subject to the specific "Term of Employment"
set forth above. To avoid any doubt, in the event the "Terms of Employment" does
not grant Employee either of the terms set forth below in the General Terms,
notwithstanding anything stated in the General Terms the Employee shall not be
entitled to such terms.
II. Unless the context clearly implies or indicates otherwise, the meaning
of words and terms defined in the above "Terms of Employment" shall apply to the
General Terms.
III. Reference to statutes or statutory provisions include reference to any
orders or regulations made thereunder and reference to any statute, provision,
order or regulation as amended, modified, re-enacted or replaced from time to
time whether before or after the date hereof (subject to as otherwise expressly
provided herein) and to any previous statute, statutory provision, order or
regulation amended, modified, re-enacted or replaced by such statute, provision,
order or regulation.
1. Employment
The Company hereby employs the Employee in the Position, and the Employee
agrees to perform services and be employed by the Company in said position in
accordance with the terms and conditions set forth in this Agreement.
2. Term of Agreement
2.1 The first term of this Agreement shall be the Initial Term, subject
to the provisions for termination as set forth in Section 12 herein below.
2.2 The Initial Term will be automatically renewed for additional
period of 3 (three) years (hereafter "First Renewal Term"). The First Renewal
Term will be automatically renewed for additional periods of 1 (one) year each
(each hereafter "Additional Renewal Term") (the Initial Term, the First Renewal
Term and all successive Additional Renewal Terms will hereinafter be referred to
as the "Term"), unless either (a) the Employee; or (b) the Company, decide not
to renew the Term, and provided a written notice of the determination not to
renew the Term is given subject to the Termination Notice Period.
3. Obligations of the Employee
3.1 During the entire Term, the Employee shall discharge his/her office
and his/her obligations under the Position in accordance with the policies and
procedures of the Company, subject to the directives received from the
President/Chief Executive Officer (hereinafter "CEO") of the Company in
accordance with the Company's charter, and shall report to the President/CEO of
the Company.
3.2 During the entire Term, the Employee will devote, subject to the
provisions of this Agreement, substantially all of his/her working time toward
fulfilling his/her obligations and duties to the Company and will carry out
his/her job faithfully and devotedly, in accordance with the objectives of the
Company, as they are defined by the Company, from time to time.
3.3 The Employee shall notify the Company immediately of every matter
or transaction in which he/she has a significant personal interest and/or which
might create a conflict of interest with his/her position in the Company.
4. Place of Employment
The Employee's regular place of employment shall be in the area of Israel,
and will include travel and periods of stay abroad according to the requirements
of the work to be performed for the Company as determined by the Company.
5. Compensation
5.1 As base compensation for the Employee's services to the Company,
the Company will pay the Employee the Compensation set forth above under the
"Terms of Employment" (hereinafter "Compensation"). The Compensation will be
adjusted from time to time according to cost of living increment rendered, as
the case may be, to employee as granted under the law and the collective trade
agreements.
5.2 Employee agrees that his/her position pursuant to Section 3 above
is one that requires a special measure of personal trust as defined in the Work
and Rest Hours Law, 5711-1951, and therefore, the provisions of such law shall
not apply to the Employee and the Employee shall not be entitled to compensation
for working more than 45 (forty five) hours per week, beyond the Compensation
set forth in Sub-Section 5.1 above.
6. Car Expenses
The Company reimburse the Employee of the reasonable costs associated with
the use of the personal automobile of the Employee incurred by him\her in
connection with the business travel in Israel up to the Car Expenses Allowance.
The Employee will bear any tax applicable on use of the car by Employee
according to the then applicable law.
7. Executives' Insurance & Provident Fund
7.1 The Company will pay on the Employee's behalf at the Company's sole
cost and expense the sums equal to percentage set forth above under the "Terms
of Employment" of the Employee's current Compensation each month for executives'
insurance or provident fund, as the case may be.
7.2 The Employee will contribute a sum equal to 5% (five percent) of
his/her monthly current Compensation for each month for the executives'
insurance or for the provident fund, as the case may be, in accordance with
custom and practice.
7.3 The Company will pay at its sole cost and expense a sum to
percentage set forth above under the "Terms of Employment" [not to exceed 2 %
(two and one-half percent)] of the Employee's monthly current Compensation for
disability insurance.
7.4 All payments provided for in this Section 7 will be made in such
amounts and in such timely fashion as to guarantee the Employee the full rights
and benefits of such insurance at all times during the Term and thereafter in
accordance with law and practice.
7.5 During the Term, ownership of all accounts and insurance policies
provided for in this Section 7 shall be in the joint name of the Company and the
Employee.
7.6 Subject to section 7.7, if the employee-employer relationship is
terminated for any reason by:
7.6.1 the Company, the accounts and/or policies provided for in
this Section 7, including the provident and severance pay funds, will be
released to the Employee and transferred to his/her sole name, effective as of
the date of such termination. The amount of severance pay which the Employee
shall be entitled shall be the greater of (a) the amount accumulated in the
policy account for severance pay; and (b) the amount required by law; or,
7.6.2 the Employee, the accounts and/or policies provided for in
this Section 7, including the provident and severance pay funds, will be
released to the Employee and transferred to his/her sole name, effective as of
the date of such termination. The amount of severance pay which the Employee
shall be entitled shall be the amount accumulated in the policy account for
severance pay.
7.7 Notwithstanding the provisions of Sub-Section 7.6, the Employee
shall not be entitled to the release of the severance policy to him if the
Employee has, of his/her own and sole initiative, terminated his/her employment
in the Company without having given prior notice of his/her resignation in
advance subject to the Termination Notice Period, except as a result of a
termination due to circumstances beyond the Employee's control, or the
employment is terminated as a result of circumstances under which according to
any law and/or employment agreement and/or judicial decision (from a court of
competent jurisdiction) the Employee is not entitled to the full amount of
discharge compensation that would otherwise be payable under the Discharge
Compensation Law, 5723-1963.
8. Advanced Study Fund
The company will pay, at its sole cost and expense, a sum equal to
percentage set forth above under the "Terms of Employment" [not to exceed 7 %
(seven and one-half percent)] of the Employee's monthly current Compensation on
behalf of the Employee to the Advanced Study Fund in which the Company
participates. The Employee will pay a sum equal to 2 % (two and one-half
percent) of his/her monthly current Compensation, at his/her expense, into said
fund as is standard practice.
All amounts paid to the Advanced Study Fund under this Section will not
exceed the amounts exempt from tax under the income tax regulations applicable
to payments to Advanced Study Funds.
9. Recreation Pay
The Employee shall be entitled to an annual Recreation Pay per year
according to the then prevailing applicable law.
10. Vacations
10.1 The Employee shall be entitled to an Annual Vacation set forth
above under the Terms of Employment with full salary. Annual vacations may be
accumulated and/or redeemed as provided under the law.
10.2 The Employee shall be entitled to Sick Leave according to the then
prevailing applicable law.
11. Options to Purchase Shares
The employee will be entitled to 50,000 "Options" at the "Exercise Price"
as stated in the employment agreement, 10,000 to be vested immediately, and the
balance as follows:
The Employee will receive the Option Awards during a period of 3 (three)
years, commencing on "Effective Date" (as defined under the Agreement) in the
following manner:
(a) At the end of a period of 12 (twelve) months commencing on the
Effective Date the Employee will become eligible to receive 33 1/3 (thirty-three
and one third percent) of the Options;
(b) At the end of a period of 24 (twenty-four) months commencing
on the Effective Date the Employee will become eligible to receive additional 33
1/3 (thirty-three and one third percent) of the Options;
(c) At the end of a period of 36 (thirty-six) months commencing on
the Effective Date the Employee will become eligible to receive additional 33
1/3 (thirty-three and one third percent) of the Options;
(d) At the end of a period of 60 (sixty) months commencing on the
Effective Date the Employee will become eligible to receive additional 25%
(twenty five percent) of the Options
The Options will subject to the provisions of Section 102 of the Income Tax
Ordinance.
By signing this Employment Agreement the Employee hereby accepts the terms
and conditions set forth in above and undertakes to act and comply accordingly.
12. Termination of Agreement
12.1 Each of the Company and the Employee shall have the right to
terminate the Employee's employment with the Company at any time during a Term
upon giving a prior written notice in compliance with the Termination Notice
Period. During the Termination Notice Period, the Employee will continue to
discharge his/her office and cooperate with his/her replacement unless the
Company terminates the employer-employee relationship prior to the end of the
Termination Notice Period. During the Termination Notice Period, the Company
will continue to pay the Employee all payments and honor all the commitments
owed the Employee in accordance with this Agreement. If the Company does not
require the Employee to continue to render to it services of any kind, the
Company shall be obligated to make all payments and honor all commitments as
provided for in this Agreement. Further, the Company will pay the Employee the
full severance pay compensation required by law for an employee who is
terminated from his/her position, and will transfer to the Employee's name all
of the executives' insurance policies described in Section 7 of this Agreement.
12.2 At the end of the employment, the Employee shall transfer his/her
position to his/her replacement in an orderly fashion and shall deliver to the
Company all documents, information and all other materials in his/her possession
or that were prepared by him relating to his/her work up to the date that he/she
ceases to be employed by the Company.
13. Confidentiality and Proprietary Information
AS PER THE ATTACHED APPENDIX "A" - SECRECY, NON-COMPETITION AND PROPRIETARY
INFORMATION AGREEMENT.
14. Non-competition
AS PER THE ATTACHED APPENDIX "A" - SECRECY, NON-COMPETITION AND PROPRIETARY
INFORMATION AGREEMENT.
15. Miscellaneous
15.1 The Employee shall not have the right to transfer his/her rights
and obligations under this Agreement to any third party whatsoever, except to a
corporation in which he/she is a shareholder, or other entity in which he/she is
a principle, so long as the corporation or other entity makes the Employee's
services available to the Company on its behalf in order to fulfill the
Employee's commitments pursuant to this Agreement.
15.2 All of the Employee's Compensation and other payments owing to
him/her in accordance with this Agreement, as they exist at the time of his/her
death, will be paid, in the event of his/her death, God forbid, to his/her
heirs, executors, administrators and/or assigns.
15.3 The Employee represents that he/she has read all of the clauses
and paragraphs of this Agreement carefully, that the words and terms of the
Agreement are clear to him/her and that he/she accepts them in full.
15.4 This Agreement represents the entire agreement of the parties and
may be amended only by a written amendment executed by both parties.
15.5 This Agreement shall be governed by the laws of Israel.
15.6 This Agreement shall become effective and binding upon the parties
as of the date first stated above.
/s/ /s/
Net2Wireless Israel Ltd. Employee
