EXHIBIT 4.5
ADDENDUM TO THE AGREEMENT TO RECEIVE MANAGEMENT SERVICES
MADE AND EXECUTED IN YAVNE ON AUGUST 1, 2005
BETWEEN: ▇. ▇▇▇▇▇-FOOD INTERNATIONAL LTD.
of ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
(hereinafter: "THE COMPANY")
OF THE ONE PART
AND: ▇▇▇ ▇. & CO., LTD. (CORPORATE NO. 512715970)
of ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
(hereinafter: "THE MANAGEMENT COMPANY")
or any wholly-owned company of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇
OF THE OTHER PART
WHEREAS ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter: "ZVI") serves as chairman of
the Board of directors of the Company and as COO of the
Company; and
WHEREAS Zvi is a former employee of the Company and according to
Zvi's original employment agreement, which was approved on
March 28, 1997 by the Board of Directors and, on April 1,
1997 by the general meeting of the Company (which was on
that date still a private company), Zvi was entitled to
receive from the Company a vehicle and reimbursement of
expenses; and
WHEREAS Zvi requested in June 1998 to provide the Company with
services, not as an employee, but through the medium of the
Management Company and as an independent contractor; and
WHEREAS In 1998, the Audit Committee, the Board of Directors and
the general meeting of the Company approved a variation in
the terms of Zvi's employment in a manner whereby Zvi would
cease being an employee of the Company and start providing
management services to the Company through the medium of
the Management Company, in consideration for receiving
management fees in an amount equal to the costs to the
Company of employing Zvi prior to the variation; and
WHEREAS An agreement to receive management services was made on
June 1, 1998 between the Company and the Management Company
to be in force until May 31, 2006, and which is annexed to
this Addendum as SCHEDULE "A" (hereinafter: "THE ORIGINAL
MANAGEMENT AGREEMENT") under which the Management Company
is entitled to receive management fees in an amount equal
to the cost to the Company of employing Zvi prior to the
variation mentioned above; and
WHEREAS An error occurred in the Original Management Agreement and
the right of Zvi to receive from the Company a vehicle and
reimbursement of expenses was omitted from the Agreement,
despite the fact that these rights were not taken into
account in calculating the cost of the Company of employing
Zvi prior to the variation mentioned above and, therefore,
they were not included within the definition of the
management fees to which the Management Company is entitled
pursuant to the Original Management Agreement; and
WHEREAS Despite the omission from the original Management
Agreement, the Company effectually continued to provide a
vehicle for Zvi's use and reimburse him for his expenses;
and
WHEREAS The parties are desirous of extending the term of the
Original Management Agreement, subject to modifications
arising from the present Addendum, as more particularly set
out below; and
WHEREAS The parties are desirous of rectifying the error that
occurred in the Original Management Agreement, and embed
therein the right to use the vehicle and the right to
receive a reimbursement of expenses.
IT IS THEREFORE AGREED, STIPULATED AND DECLARED BETWEEN THE PARTIES AS
FOLLOWS:
1. PREAMBLE, SCHEDULES, AND HEADINGS
1.1 The preamble to this Addendum constitutes an integral part hereof and
is binding as equally as any of the terms thereof.
1.2 The headings to the clauses do not form part thereof and have been
inserted for ease of reference only and are not to be applied in
interpreting the Agreement.
2. EXTENSION OF THE ORIGINAL MANAGEMENT AGREEMENT TERM
Clause 4 of the Original Management Agreement will be replaced by the
following provisions:
"4.1 The term of this Agreement is for an unlimited period, subject as
provided in clauses 4.2 and 4.5 hereof (hereinafter: "THE AGREEMENT
TERM").
4.2 The Company and/or the Management Company will be entitled to bring
the Agreement to an end at any time, and for any reason whatsoever,
before the end of the Agreement Term, by giving prior written notice
to the other party, as follows:
4.2.1 The Company will be entitled to bring the Agreement to an end at
any time for any reason whatsoever, by giving prior notice in
writing that will be given to the Management company at least 18
months in advance.
4.2.2 The Management Company will be entitled to bring the Agreement
to an end at any time by giving prior notice that will be
delivered to the Company at least 180 days in advance.
4.3 It is hereby agreed that the Company may waive the actual receipt of
the management services from the Management Company for the duration
of the prior notice period, but this will not serve to derogate from
its obligation to continue to pay the Management Company the
management fees and the remaining payments and rights due to the
Management Company under this Agreement, including, and without
limitation from the generality of the foregoing, a bonus, provision of
a vehicle and the reimbursement of expenses mentioned in clause 5A
hereof until the end of the prior notice term, as stated in clause
4.2.1 or 4.2.2 above, as appropriate.
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4.4 It is hereby agreed that in the event of the Management Company being
the party that brings the Agreement to an end as stated in clause
4.2.2 above, the Management Company will then be entitled to receive
the management fees for the duration of an acclimatization period of 6
months that will begin after the end of the prior notice period
mentioned in clause 4.2.2, notwithstanding that it will not, during
such six-month period, provide the Company with any management
services.
4.5 It is hereby agreed that if the Management Company will start
providing the management services otherwise than by means of Zvi
and/or in the event of the death or permanent and continuous loss of
working capacity of Zvi (God forbid), the Company will be entitled to
terminate the Agreement forthwith, without any prior notice.
4.6 It is hereby agreed that if a receiving order or winding-up order
issues against the Management Company or a temporary liquidator or
temporary receiver is appointed for it or a liquidator or permanent
receiver and/or a stay of proceedings order is issued at its petition
or at the petition of any third party in a manner which prevents the
Management Company from continuing to supply the management services,
then Zvi will immediately start to work for the Company in exchange
for the salary and social benefits the cost of which to the Company
will be identical to the monthly management fees under this Agreement,
as of such date, or alternatively, at the exclusive choosing of Zvi,
Zvi will begin to supply the Company with management services by means
of another company that is wholly-owned and controlled by him,
pursuant to the conditions contained in this Agreement."
3. VEHICLE AND ENTERTAINMENT EXPENSES
Clause 5A will be added to the original Management Agreement in the
following wording:
"5A.1 The Company will provide for Zvi's use a vehicle that will be used
for business and private purposes. The Company will bear all expenses
relating to the handling and maintenance of such vehicle. The Company,
at the discretion of the Board of Directors, may replace such vehicle
from time to time.
5A.2 Zvi will be entitled to full reimbursement of the expenses paid by him
during the course of providing the management services to the Company,
including entertainment expenses and reasonable travelling expenses in
Israel and abroad, against presentation of receipts. Without
derogating from the generality of the foregoing, Zvi will be entitled
to full reimbursement of the telephone expenses at home and of the
mobile telephone, including calls abroad, that are related to the
provision of the management services to the Company."
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4. GENERAL
4.1 This Agreement was approved on July 20, 2005 by the general meeting of
shareholders of the Company by the majority required according to
section 275 of the Companies Law, 1999.
4.2 All the remaining provisions of the Original Management Agreement will
continue to apply without variation. In the event of any inconsistency
between the provisions of the Original Management Agreement and those
contained in this Addendum, the provisions contained in this Addendum
will prevail.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
________________________________ ______________________________
▇. ▇▇▇▇▇-FOOD INTERNATIONAL LTD. ▇▇▇ ▇. & CO., LTD.
PERSONAL UNDERTAKING
▇. ▇▇▇▇▇-Food International Ltd.
▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇.,
▇▇▇▇▇
Dear Sir,
I, the undersigned, ▇▇▇ ▇▇▇▇▇▇▇▇, hereby declare that the provisions of the
above Addendum like those of the Original Management Agreement are acceptable to
me and I confirm that my guarantee for all the undertakings of the Management
Company according to the Original Management Agreement will continue to remain
in full force and effect also in relation to the above Addendum, and that my
undertaking contained in clause 4.5 of the above Addendum is agreed and accepted
by me.
Yours faithfully,
_____________
▇▇▇ ▇▇▇▇▇▇▇▇
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