Exhibit 10.1
Made and entered into
this 28th day of December 2008.
| Between: |
FutureIT
Inc. (or it's subsidiary), a company duly registered and incorporated under
the laws of the United State of America , with principal offices
at 0 Xx'xxxxxxx Xxxxxx X.X.X 0000, Lod 71520 (hereinafter the
"Company"); |
On the first part;
| And: |
Xx.
Xxxx Xxxxxx, Israeli ID No xxxx of xxxxxxxx, xxxxxxx. xxxxxxx, (hereinafter the
"Employee"). |
On the second part
| Whereas, |
the Company is engaged in the development, marketing, sale and support of software
products that provide easy-to-use comprehensive database management and monitoring
solutions for small/ medium sized enterprises, or SMEs, and larger enterprises, running
different applications in a Microsoft Structured Query Language, or SQL Server,
environment, versions 2000,2005 and 2008, supporting all editions as well as Microsoft SQL
Server Desktop Engine, or MSDE, and SQL Express. |
| Whereas, |
the
Employee has the experience, know-how and qualifications to serve as a CFO of the
Company (hereinafter "CFO"); and |
| Whereas, |
the
Company has offered that the Employee undertakes employment with the Company as its CFO
and the Employee agrees to be employed as such, all in accordance with the terms and
conditions of this Agreement. |
NOW, THEREFORE, in
consideration of the mutual covenants and conditions hereinafter set forth, it is agreed
by the parties as follows:
The
Preamble to this Agreement forms an integral part thereof.
The Company hereby employs the
Employee, and the Employee hereby agrees to serve as the Company’s CFO. The
Employee shall perform the duties, undertake the responsibilities, and exercise the
authority customarily performed, undertaken, and exercised
| |
2.1 |
Excluding
periods of vacation and sick leave to which the Employee is entitled hereunder, the
Employee agrees to devote total attention, full time, at his working hours, to the
business and affairs of the Company as required to discharge the responsibilities
assigned to the Employee hereunder. The Employee’s duties shall be in the nature of
management duties that demand a special level of loyalty, and accordingly, the Law of
Work Hours and Rest – 1951 shall not apply to this Agreement. During the term of
this Agreement the Employee shall not be engaged in any other employment, nor engage in
any other business activities for any other person, firm or company without the prior
written consent of the Company. |
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2.2 |
The
Employee shall report to the C.E.O of the Company. |
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2.3 |
The
Employee warrants that in view of his position, his agreement with the Company is a
personal agreement and this Agreement will accordingly not be governed by any collective
agreement and/or various extension orders, unless expressly provided otherwise herein. |
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2.4 |
The
term of employment under this Agreement shall commence on 28.12.08 (the “Effective
Date”). |
| 3. |
Salary
and Other Payments |
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3.1.1 |
The
Company shall pay the Employee a monthly base salary of 14,000 NIS (Fourteen) Thousand
NIS (hereinafter the “Base Salary”) gross, payable each month not later
than the Ninth day of each month. At December 2009, there will be another Salary
discussion. |
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3.1.2 |
The
Base Salary specified above includes remuneration for working overtime and on days of
rest, and the Employee shall not be entitled to any further remuneration or payment
whatsoever other than the Base Salary, unless expressly specified in this Agreement. The
Employee acknowledges that the Salary to which he is entitled pursuant to this Agreement
constitutes due consideration for him working overtime and on the weekly rest or
holidays. |
The
Employee shall be entitled to the following benefits:
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(i) |
Manager’s
Insurance. At the end of each month during the employment of the
employee hereunder, the Company will pay to an insurance company of the
Employee’s choice as premium for manager’s insurance for the
Employee, an amount equal to 13.3% of the Base Salary together with up to
2.5% of the Base Salary for disability, and will deduct from each payment
of the Base Salary and pay to such insurance company an amount equal to 5%
of the Base Salary, which shall constitute the Employee’s
contribution to such premium. |
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(ii) |
Keren
Hishtalmut Fund. After 6 month from the Effective date, at the end of
each month during the employment of the Employee hereunder, the Company will
pay an amount equal to 7.5% (seven and one-half percent) of the Base
Salary to a Keren Hishtalmut Fund designated by the Employee (the “Fund”)
(“the Company’s Payment to the Fund”), and will
deduct from each payment of the Base Salary and pay to such Fund an amount
equal to 2.5% of the Base Salary, which shall constitute the Employee’s
contribution to such Fund, provided, however, that the Company’s
Payment to the Fund shall not exceeds the maximum deductible amount
permitted pursuant to the applicable law. |
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(iii) |
Sick
Leave. The Employee shall be entitled to fully paid sick leave
pursuant to the Sick Pay-Law – 1976. |
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(iv) |
Vacation. The
Employee shall be entitled to an annual vacation pursuant to the law after
pre coordination and receiving the Company’s consent to the predicted
date for vacation. |
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(v) |
Dmey
Havra’a The Employee shall be entitled to Dmey Havra’a as
provided in a Collective Bargaining Agreement to which the General Labor
Union of the Workers in Israel is a party regarding the payment of Dmey
Havra’a that is in force and effect. |
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(vi) |
Automobile During
the term of this Agreement the Company shall, provide the Employee with a
car, group 2 (Mazda 3 or similar). |
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The
Company shall pay all costs associated with the operation and maintenance of the car,
whether fixed or variable, including, fuel. |
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For
the avoidance of doubt, it is hereby emphasized that the Company shall not be obliged to
pay any fines related to the use of the Employee’s automobile. Additionally,
expenses related to damages from accident, theft, etc. including insurance deductibles
and vehicle repair expenses are the sole responsibility of the Employee. |
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The
employee is responsible for cleaning the car, taking it for tests, parking tickets, and
filling in work forms for anyone who the car is transferred to. |
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The
employee must report all accidents he/she is involved in as part of the insurance policy.
The employee must fill in an accident report in any incident. |
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In
the work framework, the employee will receive a car (from hereon “the car”) and
from thereafter the employee will be personally liable for all infringements incurred
during his/her tenure at the company. The employee is personally responsible for all
expenses incurred from accidents, fines, reports etc. as a result of any offences caused
by the car or usage of the car including driving offenses and fines according to court
judgments, reports that fall on the car and/or driver and/or company under auspices of
the owners or car rental firm (in the case of a rented car). |
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The
employee is responsible for cleaning the car, taking it for tests, parking tickets, and
filling in work forms for anyone who the car is transferred to. |
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T
employee is responsible for any damage caused to the car and/or for expenses not covered
by the policy, unless the insurer waives expenses and/or a counter claim. The employee
must be aware that failure to report an incident can cause loss of coverage. |
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The
employee is aware that he/she pays taxes on the car according to the law. |
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The
employee declares that h/she maintains a valid drivers license and will undertake to
drive according to the law and maintain safety procedures required. |
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The
employee must report all accidents he/she is involved in as part of the insurance policy. The
employee must fill in an accident report in any incident. |
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(vii) |
Cellular
Telephone During the term of this Agreement, the Company shall provide
the Employee with a cellular telephone. The Company will provide the
Employee with a monthly allowance of which the Company is obligated to pay
in cellular telephone expenses. Any expenses incurred on the Employee’s
account beyond the Company’s monthly allowance are the sole
responsibility of the Employee. (The monthly allowance for using the phone
in Israel and out of Israel is 250 NIS and for using the phone abroad is
500 NIS). |
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(viii) |
Option – The
Employee shall be granted with options (“Options”), subject to
board approval, according with the Company’s employee stock option
plan. All terms and conditions regarding the issuance and exercise, and
exercise price including the vesting periods, of any such options shall be
as provided for in the Company’s’ employee stock option plan and
a separate option agreement to be executed between the Employee and the
Company. |
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(a) |
Resignation. The
Employee shall not resign from his position at the Company without giving
a prior written notice (the “Prior Notice”) to the
Company at least 30 days prior to the date on which the Employee plans to
leave the employ of the Company. |
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(b) |
Cause.
The Company may terminate the Employee’s employment for Cause.
Termination for “Cause” shall be limited to: (i)
conviction of the Employee of a felony which in the Company’s view is
injurious to the Company, or a crime constituting an act of moral
turpitude; (ii) Employee’s embezzlement of funds of the Company;
(iii) Employee’s willful disregard of lawful and proper instructions
of the officers of the company with respect to Employee’s duties to
the Company following a notice stating the nature of such officers
instruction; (iv) any willful breach by the Employee of his fiduciary
duties as an officer of the Company pursuant to court decision. |
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(c) |
Without
Cause. The Company may terminate the Employee’s employment
without cause, provided, however that
the Employee is given a 30 days written notice |
| 6. |
Confidentiality;
Proprietary Rights |
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(a) |
Confidentiality. Employee
recognizes and acknowledges that the systems (including specifications,
programs and documentation), the methods and data, and the developments,
designs, inventions, improvements, trade secrets and works of authorship,
which the Company, or any employee thereof, owns, plans or develops
(whether for its own use or for use by its clients) are confidential and
are the property of the Company. All of these materials and information will
be referred to below as “Proprietary Information”. |
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The
Employee further recognizes and acknowledges that any discoveries, developments, designs,
inventions and improvements, directly or indirectly related to the business of the
Company or its clients (“Creations”) made or acquired by him and whether or not
made or acquired by him in business hours or at the premises of the Company and whether
or not made or acquired with the assistance of material supplied by the Company and
whether or not made or acquired with the assistance of material supplied by the Company
and whether or not the Employee shall have been requested by the Company to make or
acquire such Creations shall belong to the Company. |
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Upon
request, the Employee will execute any instrument required to vest in the Company
complete title and ownership to such Creations, and will at the request and expense of
the Company execute any necessary instrument to obtain legal protection in Israel and
foreign countries for such Creation and for the purposes of vesting title thereto in the
Company, all without any additional compensation of any kind to the Employee. |
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(b) |
Non-Disclosure. Employee
agrees that, except as directed by the Company, he will not, during the
term of this Agreement and for an unlimited period of time thereafter
disclose to any person or use, directly or indirectly for Employee’s
own benefit or the benefit of others, any Proprietary Information, or
permit any person to examine or make copies of any documents which may
contain or be derived from Proprietary Information. |
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The
Employee shall not disclose the terms of this Agreement to any person or entity within or
outside the Company, except as may be required by law. |
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The
Employee undertakes not, directly or indirectly (whether as owner, partner, consultant,
employee or otherwise) at any time, during and for 2 years following the Commencement
Date, to engage in any work or activity that is competitive with the Company’s
activities or products actively marketed or under active development by the Company, nor
to solicit any employee of the Company to resign from or otherwise leave the employment
of the Company. |
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As
defined in this Article 8, the term “Commencement Date” shall mean the
date in which the Employee terminated his employment with the Company, or the date in
which the Employee ceases to be, directly or indirectly (including holdings by a Family
Member), an Interested Party at the Company, whichever comes later. For the purpose of
this Article 8 the terms “Interested Party” and “Family Member” shall
have the same meanings as such terms are defined in Section 1 of the Israeli Securities
Law, 1968. |
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For
the purpose of this Agreement, notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by registered mail, postage prepaid, addressed to the respective
addresses set forth below or last given by each party to the other. All notices and
communications shall be deemed to have been received on the date of delivery thereof,
except that notice of change of address shall be effective only upon receipt. |
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The
initial addresses of the parties for purposes of this Agreement shall be as follows: |
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The
Company: |
0 Xx'xxxxxxx Xxxxxx X.X.X 0000, Xxx 00000, Xxxxxx |
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The
Employee: |
xxxxxxxxxxl |
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9.1 |
No
provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Employee and the
Company. |
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9.2 |
No
waiver by either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provisions of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. |
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9.3 |
No
agreement or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made either party which are not expressly set forth in
this Agreement. |
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This
Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Israel. |
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This
Agreement constitutes the entire agreement between the parties hereto and supersedes all
prior agreements, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof. |
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The
headings of paragraphs are inserted for convenience and shall not affect any
interpretation of this Agreement. |
IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized officer and the
Executive has executed this Agreement as of the day and year first above written.
The Company
By: _____________________
Name: __________________
Title: ___________________ |
_____________________
The Employee |
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