GURANTEE AGREEMENT
This
Agreement (the “Agreement”) is entered into by
the signatories hereto in connection with the employment agreement (the “Employment Agreement”), dated
January 20, 2009 by and between Suspect Detection Systems (S.D.S) Ltd. (“SDS”), a company organized
under the laws of the State of Israel, and Xx. Xxxxxxx Xxxxxx (“Shoval”).
1.
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The
undersigned, PCMT Corporation (“PCMT”), a Delaware
corporation, hereby irrevocably guarantees the performance by SDS of all
its Obligations (as defined below) under the Employment
Agreement.
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2.
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For
purposes of this Agreement, Obligations shall mean any and all obligations
owing by SDS to Shoval pursuant to the terms of the Employment Agreement,
including but not limited to the payment of salary, social benefits and
other benefits due and payable by SDS pursuant to sections 6 and 10-17 of
the Employment Agreement.
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3.
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PCMT
hereby undertakes to pay Shoval forthwith upon demand any sum which SDS
fails to pay to Shoval under its Obligations in accordance with, and
subject to, the terms of the Employment Agreement, provided that Shoval
first shall have delivered a written demand for payment of such sum to
SDS, with copies to PCMT, and such sum remains
unpaid.
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4.
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If
a tax, deduction, withholding or governmental charge is required by law
with respect to any payment by PCMT hereunder, PCMT shall procure that
such tax, deduction, withholding or government charge be made, provided
that payments to be made by PCMT hereunder shall be made in such amounts
such that the net amount thereof to be received by Shoval shall equal the
same net amount as would be received by Shoval as if such amount was paid
by SDS to Shoval. For the removal of doubt, provided payment of any amount
to be made by PCMT hereunder shall not suffer any delay, subject to
applicable law, PCMT may procure that such payment is made by
SDS.
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5.
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No
party may assign its rights or obligations under this
Agreement.
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6.
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This
Agreement may be executed simultaneously in any number of counterparts
(including by facsimile), each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
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7.
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This
Agreement may not be amended, modified, altered or supplemented other than
by means of a written instrument duly executed by each of the parties
hereto.
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8.
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All
notices, requests and other communications required or permitted hereunder
to be given to a party to this Agreement shall be in writing and shall be
delivered by courier or other means of personal service, or mailed first
class, postage prepaid, by certified mail, return receipt requested, in
all cases, addressed to such party’s address as set forth in Annex 1 hereto
or at such other address as the party shall have furnished to each other
party in writing in accordance with this
provision.
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Any
notice sent in accordance with this Section shall be effective: (i) if mailed,
three (3) business days after mailing (or ten (10) business days if the address
to which such notice is addressed is not in the same country in which such
notice is mailed) and (ii) if sent by messenger, upon delivery. “Business days”
shall mean a day, other than a Saturday or Sunday, on which clearing banks in
Israel and in New York are generally open for business.
9.
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This
Agreement shall be construed in accordance with, and governed in all
respects by the internal laws of Israel (without giving effect to the
principles of conflicts of laws). The competent courts of Tel Aviv shall
have exclusive jurisdiction upon any dispute arising hereunder and each of
the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or that any
such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such
court.
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IN
WITNESS WHEREOF, the undersigned, intending to be legally bound have signed this
Agreement, this 20th day of
January 2009.
PCMT
CORPORATION
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By:
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/s/ Xxxxx Xxxxxxx
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/s/ Xxxxxxx Xxxxxx
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Title:
Interim CEO and CFO
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XXXXXXX
XXXXXX
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SUSPECT
DETECTION SYSTEMS (SDS) LTD.
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By:
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/s / Xxxxxxx Xxxxxx
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Title:
CEO
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Annex 1 – Addresses of the
Parties
PCMT
PCMT
Corporation
0 Xxxxxx
Xxxxxx
Xxxxxxxxx,
Xxxxxx
00000
SDS
Suspect
Detection Systems Ltd.
00 Xxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
000
Xxxxxx Xx.
Xxxxxx,
Xxxxxx
3