EMPLOYMENT AGREEMENT Duly executed at the Company's offices, on December 5, 2013 BY AND BETWEEN Payoneer Research and Development Ltd.
Exhibit 10.24
EMPLOYMENT AGREEMENT
Xxxx executed at the Company's offices, on December 5, 2013
BY AND BETWEEN
Payoneer Research and Development Ltd.
Of 0, Xxxxxxx Xx., Xxxxxx Tikva ZIP Code 49002 (the "Company")
AND
Xxxxx Xxxx
Israeli I.D. No. ***
Address:
(the "Employee")
of the first part;
of the second part;
WHEREAS the Employee is employed by the company as of June 16, 2009 in the position of Chief Operating Officer, according to the terms and conditions set forth herein below which reflect the terms of employment to the day of this agreement and from now on; and the Employee wishes to continue working for the Company in the capacity and according to the terms set in this agreement;
WHEREAS the Employee represents that he has the required skills, qualifications, experience and knowledge to perform the duties and obligations underlying said position; and
WHEREAS the parties desire to state the terms and conditions of the Employee's engagement by the Company as set forth in this agreement and its appendices, which reflect the terms of employment to the day of this agreement and from now on, (collectively, the "Agreement");
Now therefore in consideration of the mutual promises and agreements, the parties hereto agree, declare and stipulate as follows:
| 1. | Interpretations |
The preamble and any appendices attached hereto shall constitute an integral part hereof.
| 2. | Engagement |
| 2.2 | The Primary role of the position is : Chief Operating Officer. |
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| 2.6 | The Employee undertakes to devote his time, attention, skill, and efforts as required to the performance of his duties in the Company according to this Agreement. The Employee undertakes not to engage, directly or indirectly, whether as an employee, consultant or otherwise, in any work, engagement or other commercial/professional activity, whether or not for compensation, during the term of this Agreement (including after work hours or during vacation times), without the prior written consent of the Company. |
| 3. | Term, Termination and Effect of Termination |
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Employment"): (a) for whatever reason or for no reason according to Prior Notice for Dismisal and Resignation Law, 5761-2001 ; (b) immediately, without any prior notice if the Agreement is terminated for Cause (as defined below).
For the purpose of this Agreement, "Cause" shall exist in case of (a) the Employee's conviction of, or plea of "guilty" or a felony or any crime involving moral turpitude, (b) the Employee's willful misconduct with regard to the business, assets or employees of the Company, (c) the Employee being charged of theft, embezzlement, dishonesty or fraud with regard to the Company, (d) any other material breach by the Employee of this Agreement which, if curable, remains uncured for seven (7) days after written notice thereof is given to the Employee, and/or (e) any material breach of his duties under Appendix B hereof, which are not curable to the Company.
| 3.2 | During the Notice Period given by either party as set forth above, as applicable: |
(i) the Employee shall be employed by the Company and continue performing his duties and obligations hereunder, unless otherwise requested by the Company, in its sole discretion; and (ii) the Company shall continue to pay the Employee's salary and other benefits during such Notice Period (except in circumstances of immediate termination or termination of employment for Cause or in case the Company decides to wave the Notice Period).
| 3.3 | The Employee shall have no right for a lien on any of the Company's assets, equipment or any other material and including information or Proprietary Information as defined in Appendix B attached to this Agreement (hereinafter the "Company's Equipment") in its possession. The Employee shall return to the Company all of the Company's Equipment in his possession no later than the day of termination of the Notice Period. |
| 3.4 | Upon termination of this Agreement, for any reason, the Employee shall take all steps satisfactory to the Company, in order to ensure the orderly transition of all matters handled by him during the course of his employment, to any person designated by Company, unless otherwise instructed by Company. |
| 4. | Company's Inspection |
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| 5. | Consideration |
In consideration for the services provided by the Employee to the Company, the Employee shall be entitled to compensation and other benefits as detailed in Appendix A attached hereto, constituting an integral part hereof.
| 6. | Confidentiality, Unfair Competition and Intellectual Property Assignment |
Simultaneously with the signing of this Agreement the Employee shall sign the Non Disclosure, Unfair Competition and Ownership of Inventions undertaking in favor of the Company and its affiliates, attached hereto as Appendix B, constituting an integral part hereof.
| 7. | Governing Law |
This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent court in Tel Aviv-Jaffa and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court.
| 8. | Notices |
Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified, or upon e-mail or transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt, if sent via fax, or 3 business days after dispatch by registered or certified mail, postage prepaid and addressed to the party to be notified at the addresses set forth in the preamble to this Agreement.
| 9. | Waiver of Breach |
The failure or waiver of any party to execute, in any respect, any right provided for by this Agreement shall not be deemed a waiver of any further or future right hereunder.
| 10. | Assignment |
The Employee acknowledges that the services rendered by him hereunder are unique and personal. Accordingly, the Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement shall be passed on to, and shall be binding upon, the successors or assigns of the Company. The term "successors and assigns" as used herein shall mean a corporation or other entity acquiring all or substantially all of the assets and business of the Company whether by operation of law or otherwise.
| 11. | Severability |
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
| 12. | Illegality |
If any term of this Agreement is held to be illegal or contrary to public policy or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement.
| 13. | Entire Agreement |
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the Commencement Date.
Finance Controller
/s/ Xxx Xxxxxxx
The Company
Payoneer Research & Development Ltd.
Company number 513742130
Chief Operating Officer
/s/ Xxxxx Xxxx
Employee
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APPENDIX A
| 1. | General |
This Appendix constitutes an integral part of the Employment Agreement dated December 5, 2013 by and among the Company and Employee (hereinafter: the "Agreement"), and wherever reference is made to this Agreement, the meaning is the Agreement and its Appendices.
| 3. | The Monthly Salary (as defined below), shall be defined and paid in NIS. |
| 4. | The Company shall pay the employee a monthly gross compensation composed of (a) A basic wage of 33,700 (thirty three thousand seven hundred) New Israeli Shekels (b) Additional overtime global amount of 8,420 (eight thousand four hundred and twenty) New Israeli Shekels according to the number of hours that the parties viewed (hereinafter: the "Monthly Salary"). The Monthly Salary shall be payable in accordance with the payroll practices of the Company as the same shall exist from time to time. |
| 5. | The employee's role is a role that requires a special degree of trust and that cannot be controlled as defined in the Hours of Work and Rest Law, 1951 and therefore this Law shall not apply to the employee. |
| 6. | The Employee will report the Company the actual hours of work, as detailed in Section 2.7 of the Agreement. |
| 7. | From the Monthly Salary, the following shall be deducted - income tax, social security, health payments and any other tax and/or loan and/or another payment which may be due from time to time on a payment paid by the Company to the Employee, and which should be deducted from the payment due to the Employee according to the law and/or the relevant regulations. |
| 8. | An amount equal to 10% of the Monthly Salary shall be considered as a special compensation for the obligations not to compete with the Company, as set forth in Appendix B below. |
Additional Benefits
| 9. | Pension Insurance, Study Fund, Severance pay and benefits |
| a. | Pension Insurance |
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Or Pension Fund - The Company will pay as a premium for a Pension_Fund for the Employee an amount equal to a total of 14 and 1/3% of the Monthly Salary as follows: (i) 8 and 1/3% of the Monthly Salary as severance pay; (ii) 6% of the Monthly Salary for pension benefits;
| (2) | In addition, the Employee hereby instructs the Company to deduct 5% of the Employee's Monthly Salary each month and apply such deduction towards the Employee's contributions to the above manager insurance Policy or Pension Fund. |
(3 It is hereby agreed by the parties that as of the signing of this agreement and in accordance with the General Permit promulgated by the Labor Minister on June 30, 1999 (the "Permit") pursuant to Article 14 of the Severance Payments Law, 5723-1963 (the "Severance Payment Law"), a copy of which is attached hereto as Appendix C, the Employee hereby acknowledges that the amounts contributed by the Company for severance compensation under the Employee's Pension Insurance, shall be deemed to be made instead of the severance payments to which the Employee may be entitled in respect of the Monthly Salary, under the provisions of the Severance Payment Law, and shall constitute a full and complete payment thereof
(4) In case of termination of employment in circumstances entitling the employee severance payments the employment period will be divided into two periods: (1) The employee shall be entitled to the total of the severance payments to which s/he would have been entitled until the day of signing this agreement and (2) after signing this agreement Article 14 will apply.
Upon termination of Employee's employment in the Company, including, inter alia, in the event of Employee's resignation, except in the event of termination for Cause, the Company shall release the said policies and transfer them on the name of the Employee.
Study Fund
The Company shall contribute an additional 7.5% of the Monthly Salary (but in any event, up to and subject to the maximum amount allowable under the Income Tax Ordinance 1961 ("Income Tax Ordinance") and any applicable regulations without causing any tax liability) towards a study fund ("Xxxxx Xxxxxxxxxx") (the "Study Fund"). The Employee shall contribute an additional 2.5% of the Monthly Salary (but in any event, not more than the maximum amount allowable under the tax regulations without causing any tax liability) towards such a fund (the sums contributed by the Employee shall be deducted directly from his Monthly Salary by the Company). Without derogating from the above, in the event that the Employee shall accrue an aggregate total amount in the Study Fund exceeding the maximum total amount prescribed by the Income Tax Ordinance, such extra amount shall be deemed as revenue income and the Employee shall pay any applicable tax in respect thereto.
The aforementioned Study Fund was commenced as of June 16, 2009.
| 10. | Vacation and Sick Leave. |
| a. | The Employee is entitled to receive paid sick leave according to applicable law. |
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the Company. Official state holidays in Israel shall not be considered as a vacation days.
| 11. | Recreation Payments |
The Employee shall be entitled to Recreation Payments (Dmey Havra'a) according to applicable law and provisions of expansion orders.
| 12. | Vehicle. |
The company will assign you with a car, subject to the terms and conditions mentioned in the car appendix.
| 13. | Cellular Phone |
Employee shall be entitled to a Company cell phone. The Employee shall not be entitled to any gross up of the taxes associated with the cell phone benefits. The Employee shall not have any lien right in the cell phone or in any document relating thereto.
| 14. | Laptop Computer |
Employee shall be entitled to a Company laptop computer ("Laptop"). The Company shall bear all expenses relating to the Employee's use and maintenance of the Laptop attributed to the Employee under this section. The Employee shall not have any lien right in the Laptop or in any document relating thereto.
| 15. | Taxes |
The Company shall be entitled to withhold and/or charge the Employee with all taxes and other compulsory payments, as required under law, in respect of, or resulting from, any compensation paid to or received by the Employee and in respect of all the benefits that the Employee is or may be entitled to.
Finance Controller
/s/ Xxx Xxxxxxx
The Company
Payoneer Research & Development Ltd.
Company number 513742130
Chief Operating Officer
/s/ Xxxxx Xxxx
Employee
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APPENDIX B
[Omitted]
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APPENDIX C
[Omitted]
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