Exhibit 4.15
[Unofficial
Translation]
made and entered into
at Rosh Ha’ayin on the 13th day of August 2003
| Between: |
|
BLUE
SQUARE – ISRAEL LTD. |
(hereinafter: “the
Company”)
| And: |
1. |
THE NEW GENERAL FEDERATION OF LABOR - FEDERATION OF CLERKS, ADMINISTRATIVE AND
SERVICES WORKERS |
(hereinafter:
“the Histadrut”)
| |
2. |
THE
NATIONAL COMMITTEE OF EMPLOYEES OF BLUE SQUARE CO-OP |
(hereinafter:
“the Workers Representative Committee”)
| WHEREAS: |
|
The
parties have conducted negotiations and have reached agreements regarding the status and
the rights of the Company's employees following the sale and transfer
of the Company to new controlling shareholders in the Company, as set
forth in this Agreement; |
NOW THEREFORE IT IS
STIPULATED AND AGREED BY THE PARTIES
AS FOLLOWS:
| 1. |
The preamble to this Agreement constitutes an integral part hereof. |
| 2. |
The parties declare their intention to cooperate in strengthening the status of
the Company, and for its progress and development, in the course of maintaining
a constant dialog and an understanding of the mutual needs of each party. |
| 3. |
All the collective agreements and arrangements, and all the rights that have
been lawfully conferred on the employees, which are in force on the date of
signing of this Agreement, will continue to exist in the Company. |
1
Recognition of
contribution of the employees to the Company’s success
| 4. |
In recognition of the contribution of the employees in creating a base for the
Company in the course of all the years and in a desire to encourage the
employees to contribute towards the Company’s success also in the future,
for their welfare, for the existence of the Company and for the benefit of all
its shareholders, the Company undertakes that a bonus will be paid to the
permanent employees in the form of one-time grants, and in the form of a
participation in profits, as elaborated in Clauses 5 and 6 below. |
| |
The
Company further undertakes to cause a situation that at the time of an issue of the
Company’s shares to the public in the future, to the extent that such an issue is
made, shares of the Company will be issued to the permanent employees under special
conditions, as set forth in Clause 7 below. |
| |
For
purposes of this Agreement, “the permanent employees” are according to
the definition thereof in collective agreements, including 8 members of management
(excluding the CEO). |
| |
The
Company will pay the permanent employees of the Company, who are employed in the Company
at the time of signing of this Agreement, two one-time grants in an aggregate amount of
NIS 37.5 million, on the conditions and at the times set forth below: |
| |
5.1 |
A first payment in a sum of NIS 18.5 million will be given to the permanent employees in
the first salary that will be paid after the signing of this Agreement. |
| |
5.2 |
A second payment in the sum of NIS 19 million will be given to the permanent employees in
the salary immediately preceding the Pesach festival of 5764 – 2004. |
| |
Division
of the grant into the first payment and the second payment will be in accordance with the
table that will be prepared and submitted by the Workers Representative Committee and will
be approved by the chairman of the Company and the chairman of the workers committee. The
Workers Representative Committee undertakes full transparency with regard to the criteria
for distribution of the grants. |
| |
5.3 |
A sum of an additional NIS 2 million will be added to the grant as aforesaid, and this
amount will be distributed in accordance with the decision of the chairman of the Company
and the chairman of the Workers Committee, who will serve as an exceptions committee,
which will consider and decide on exceptional cases as will be raised by each of the
parties. |
| |
It
is agreed that any amount that remains out of this portion, after the distribution for
exceptional cases in accordance with a decision of the committee, will be divided amongst
the permanent employees or will be allotted for objectives on which the exceptions
committee will decide. |
2
| |
5.4 |
An additional amount of NIS one million will serve for payment of a one-time grant to the
temporary employees, and will be distributed equally amongst all the temporary employees
employed at the time of the payment. The grant to the temporary employees will be paid on
the date of payment of the first part of the grant to the permanent employees. |
| |
For
purposes of this clause, “temporary employees” are employees who have
been employed in the Company for at least one year at the time of signing of this
Agreement, who are not permanent employees. |
| |
For
the avoidance of doubt, it is agreed and clarified that the grant to the temporary
employees will not include employees of the Co-Op companies. |
| |
6.1 |
It is agreed that at any time at which the Company distributes a dividend to its
shareholders, the Company will pay the permanent employees who are employed in the Company
at the time of the distribution of the dividend, a grant at a rate of 1% of the dividend
being distributed up to limits for distribution of a dividend of 250 million dollars (in
other words: 2.5 million dollars to the employees) (hereinafter: “the Special
Grant”). |
| |
6.2 |
The Special Grant is payable to the permanent employees in addition to the one-time grants
aforesaid. |
| |
For
the sake of good order it is agreed and clarified: |
| |
6.2.1 |
The
Special Grant will be paid to the employees without reference to purchase of the shares
as referred to in Clause 8 below. |
| |
For
the avoidance of doubt, it is clarified that after the employees will buy shares of the
Company as stated in Clause 8 below, they will be entitled to a dividend as shareholders,
in addition to the Special Grant to which they will be entitled by virtue of this clause. |
| |
6.2.2 |
Payment
of the Special Grant will cease after the employees have received 2.5 million dollars on
an accumulated basis, without reference to the number of withdrawals of dividends by the
shareholders. |
| |
6.2.3 |
The
Special Grant as aforesaid shall be in addition to CEO bonus profits and grant payments
which have been and are paid to the employees subject to the usual conditions in the
Company up to the eve of signing of this Agreement, and nothing in the Special Grant
shall constitute a substitute for or an alteration of these bonus payments. |
3
| |
6.2.4 |
The
Special Grant will be divided amongst the permanent employees according to the criteria
laid down in respect of the one-time grants. |
| 7. |
7.1 |
It is hereby clarified that the total of the one-time grants and of the
Special Grant reflects the total inclusive cost to the Company in respect
of the aforesaid payments and that all the tax payments and/or compulsory
payments and/or ancillary payments and/or other contributions which
require to be paid according to law in respect of such grant payments,
shall be paid by the entitled employees and will be deducted by the
Company at the time of payment and transferred to the tax authorities
according to law. |
| |
7.2 |
It is agreed that the benefits and payments under this Agreement are of a one-time nature
and shall not be deemed to be components of salary for purposes of the payment of
severance pay and/or for purposes of calculating a determination of rights and/or other
benefits of any nature. |
| |
8.1 |
In a desire to cooperate with the employees of the Company and to ensure their
contribution to the Company also in the future, the Company undertakes to confer on the
employees a right to purchase up to 10% (ten percent) of the issued share capital of the
Company, so that in every future public offering, 10% of the total quantity of shares
offered to the public will be offered to the employees of the Company in accordance with
the terms and conditions set forth below. |
| |
8.2 |
The
Company undertakes to the employees to effect the issue to the employees, at the
time of the public offering of the Company's shares (hereinafter: "the
Public Offering"). |
| |
The
employees will purchase the shares concurrently with an offer of securities to the public
by the Company in accordance with a prospectus. |
| |
8.3 |
a. |
The price of the shares to the employees will not exceed the minimum price of the Public
Offering pursuant to the prospectus, whatever it may be, less a discount of 20%. |
| |
b. |
If the Public Offering, in the framework of which an issue will also be made to
the employees, also includes convertible securities, in a parcel comprised of
shares and convertible securities, the Company’s employees will be entitled
to the same parcel under identical conditions to the conditions at which the
parcel will be offered to the public, less a discount of 20% on the price to the
public, of the share component contained in the parcel which is issued. |
| |
In
the case of an issue of convertible debentures, or in the case of an issue of options, the
benefit will be expressed by giving a discount on the conversion increment. |
4
| |
8.4 |
The Company will finance the entire purchase by the employees, who will receive a loan for
a period corresponding to the blockage period of the shares, where this amount bears
interest and linkage as required under the Income Tax Regulations. The employees shall
pledge their shares to the Company as security for the loan. |
| |
During
the blockage period the employees will pay the Company only the interest and the linkage
differentials as required under the Income Tax Regulations. |
| |
At
the end of the blockage period the balance of the loan will be repaid immediately upon a
sale of the shares by the employee. |
| |
If
the employee has elected to continue to hold the shares, he may do so as long as he is an
employee of the Company and repays the loan in respect of the shares in equal monthly
installments on the principal, plus interest and linkage differentials as required under
the Income Tax Regulations, according to a schedule of payments for a period of 5 years,
commencing from the end of the blockage period and up to the date of termination of the
employee’s employment in the Company, or until the end of the 5-year period,
whichever is the earlier. |
| |
8.5 |
Any tax on the purchase and/or on the employee of whatsoever nature, if same applies to
the purchase or to the financing, shall be paid by the employee. |
| |
8.6 |
a. |
The shares shall be deposited with a trustee acceptable to the employees, in the scope
of Section 102 of the Income Tax Ordinance, and in accordance with the terms and
conditions of the section and the rules thereof. |
| |
b. |
The blockage period will be two years from the date of the Public Offering or
any other period as shall be in force at that time in accordance with the Income
Tax Regulations with regard to issues to employees as aforesaid. |
| |
c. |
In the letter of instructions to the trustee the manner shall be specified for
releasing the shares or portion thereof to certain employees by way of early
release in accordance with a decision of the exceptions committee, which is
comprised of the chairman of the Company and the chairman of the Workers
Committee. |
| |
8.7 |
The terms and conditions of the offer to the employees will be subject to the provisions
of any law which may be in force at the time of the offer. The agreed Workers
Representative Committee will be entitled to alter the aforesaid terms and conditions
and/or to lay down additional and/or other conditions in order to adapt same to the
conditions prevailing at the time of the offer. |
5
Force of the obligations
under the Agreement
| 9. |
The Company’s obligations under this Agreement will be in force even if the
controlling shareholders sell their holdings, or portion of their holdings in
the Company. |
| 10. |
This Agreement is subject to the approval of the board of directors of the
Company. |
In witness whereof the
parties have hereunto signed:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
——————————————
Blue Square-Israel Ltd. |
/s/
——————————————
Workers Representative Committee |
/s/ /s/
——————————————
The Histadrut |
6
