EXHIBIT 10.12
TERMINATION OF EMPLOYMENT AGREEMENT
Dated 31/12/2002, by and among ACS-Tech80 Ltd., an Israeli Company of Hamada
Ave., Xxxxxx Ha'xxxx, Israel 10500 (hereinafter: "ACS") and Ze'ev Kirshenboim of
00, Xxxxxx Xx., Xxxxxx Xxxxx Xxxxxx 00000 (hereinafter: "ZE'EV").
WHEREAS Ze'ev has been employed as the President and CEO of ACS pursuant
to an Employment Agreement dated October 10, 1999 (the "EMPLOYMENT
AGREEMENT"); and
WHEREAS the parties mutually agree to terminate the employment of Ze'ev
by ACS as of December 31, 2002;
WHEREAS the parties wish hereby to set forth the terms of the
termination of Ze'ev's employment, as set forth in this
Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. GENERAL
1.1 The preamble to this Agreement constitutes an integral part hereof.
1.2 The headings of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in
interpreting this Agreement.
2. TERMINATION OF ZE'EV'S EMPLOYMENT
2.1 As of December 31, 2002, Ze'ev shall cease to be employed by ACS.
2.2 As of December 31, 2002, the employer - employee relationship between
Ze'ev and ACS shall be terminated.
2.3 ACS shall release the funds accumulated in the insurance and pension
funds managed for Ze'ev's benefit during his employment ("MANAGER'S
INSURANCE"), and for this purpose will sign all documents necessary to
affect such release as soon as practicable.
3. SEVERANCE PAY
3.1 It is hereby agreed that Ze'ev shall be entitled as severance pay to
payment of the amount of US$ 257,709 from ACS.
3.2 It is clarified, that ACS shall deduct from the severance pay amount
set forth above, any amounts accumulated in Ze'ev's Manager's
Insurance on account of severance pay.
4. SECTION 11 OF THE EMPLOYMENT AGREEMENT
The parties hereto agree that Ze'ev shall not be entitled to receive any
payment from ACS pursuant to the provisions of Section 11 of the Employment
Agreement and Ze'ev, by his execution hereof, waives any and all payment
due to him from ACS pursuant to said Section 11, as well as any claim or
demand pursuant thereto. It is clarified that the waiver in the preceding
sentence shall only apply to ACS and shall not be deemed as waiver of any
rights due to Ze'ev from any of the subsidiaries of ACS as a result of the
termination of his employment therewith.
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5. VACATION REDEMPTION
It is agreed between the parties that Ze'ev is entitled to the amount of
US$ 37,209 for the redemption of all unutilized vacation days accumulated
since the beginning of his employment with ACS.
6. PAYMENT SETTLEMENT
It is hereby agreed between the parties as follows:
6.1 The total amount due to Ze'ev by ACS for Severance Pay and Vacation
redemption, as mentioned hereinabove, amounts to US$ 294,918 (the
"SETTLEMENT AMOUNT") and shall be paid as follows:
6.1.1 $37,209on December 31, 2002;
6.1.2 $128,855 in 2003 in four equal installment, one per quarter;
6.1.3 $128,854 in 2004 in four equal installment, one per quarter;
6.2 At the completion of the payment of the Settlement Amount, Ze'ev shall
sign and deliver to ACS the clearing notice annexed hereby as ANNEX A.
7. MISCELLANEOUS
7.1 Ze'ev hereby acknowledges that the terms set forth in this Agreement
constitute all the monies and consideration due to him from ACS as of
the date of the termination of his employment with ACS, whether or not
with respect to such termination or for any other reason whatsoever,
and that he shall not be entitled to any further benefits or
consideration in any form, and is hereby waiving any claims in this
regard. It is clarified that the acknowledgement and waiver in the
preceding sentence shall not be deemed as a waiver of amounts due to
Ze'ev from any of the subsidiaries of ACS as a result of the
termination of his employment therewith.
8.1 This Agreement supersedes all prior oral or written agreements
pertaining to the subject matter hereof. No amendment, modification or
alteration of this Agreement shall be effective unless by a subsequent
written instrument duly signed by the parties hereto.
8.2 Ze'ev's rights under this Agreement shall not be subject to
encumbrance or seizure by any of Ze'ev's creditors, and any attempt to
do so shall be void. The provisions of this Agreement shall be binding
upon and inure to the benefit of the Companies and their successors
and heirs.
8.3 Any waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision
of this Agreement. The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall
not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other
term of this Agreement. Any waiver must be in writing.
8.4 Any notice hereunder shall be given to the parties at their respective
addresses set forth above until a different address shall be
established for a party by notice given by him or it to the other
party.
8.5 This Agreement shall be governed by and construed in accordance with
the Laws of Israel and the Courts of Haifa shall have the sole and
exclusive jurisdiction in case of any conflict arising out of this
Agreement.
By: /s/ Xxxxx Xxxxxxxxxxx By: /s/ Ze'ev Kirshenboim
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Xxxxx Xxxxxxxxxxx Ze'ev Kirshenboim
ACS-Tech80 Ltd.
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