PERSONAL CONTRACT OF EMPLOYMENT Made in Ramat Gan on 31st August 2005
Made in
Ramat Gan on 31st August 2005
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BETWEEN:
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PIMI
▇▇▇▇▇▇ HOLDINGS LTD, PC 513497123
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of
POB 117, Hotzot Alonim 30049
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(hereinafter
referred to as “the
Company”)
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of
the one part
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AND:
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▇▇▇
▇▇▇▇, ID 050549930
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of
[illegible]
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(hereinafter
referred to as “the
Employee”)
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of
the other part
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WHEREAS
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the
Company wishes to engage the Employee as sales manager (hereinafter
referred to as “the
position”), in accordance with the terms and conditions
hereof;
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AND
WHEREAS
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the
Employee wishes to be engaged by the Company in the position and has
presented himself as having the know-how, ability, experience and
qualifications suitable for performing the
position;
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AND
WHEREAS
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the
parties wish to define and regulate their legal relationship, as provided
above and below in this agreement;
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ACCORDINGLY,
IT IS AGREED BETWEEN THE PARTIES AS
FOLLOWS:
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1.
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General
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1.1
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The
recitals and appendices to this agreement constitute an integral part
thereof.
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1.2
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This
agreement is personal and special and regulates the relationship between
the Company and the Employee and exclusively determines the terms and
conditions of the Employee’s engagement by the Company. The Employee shall
maintain absolute confidentiality in respect of everything provided in
this agreement.
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1.3
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The
Employee undertakes to perform his position conscientiously and loyally,
to use all his qualifications, knowledge and experience for the Company’s
benefit and advancement, to a high and efficient standard and as
determined by the Company, to comply with the Company’s instructions
regarding the manner of performing the work, the work arrangements,
discipline and conduct and to represent it loyally, reliably, with maximum
effort and honestly, using the best of his ability and qualifications and
in accordance with the instructions given to him and the assignments with
which he is charged from time to time by the
Company.
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1.4
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During
the term of the agreement the Employee shall devote all his time, energy,
ability to performing his position for the Company as determined by it,
and he shall not engage, directly or indirectly, in any other work or
engagement, unless he has received the prior written approval of the
Company to do so.
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1.5
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The
Employee shall notify the Company’s directors, immediately and without
delay, of any matter or subject in which he and/or any of his family
members and/or relatives and/or close associates and/or any entity and/or
person related to him has a personal interest and/or that might create a
conflict of interests with his position in the Company and/or with the
Company’s activity.
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1.6
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The
Employee shall not accept a benefit from any third party in consequence of
and/or in connection with his work for the Company, unless the Company’s
board of directors has agreed thereto in
writing.
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2.
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The
term of the agreement
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2.1
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The
Company undertakes to engage the Employee in the Company as of 1st
September 2005 for an unlimited
term.
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2.2
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Each
party may bring the contractual relationship pursuant hereto to an end on
90 days’ written notice (hereinafter referred to as “notice”).
Subject to the provisions of clause 2.3 below, the Employee shall be
entitled, during the notice period, to all the terms under the
agreement.
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2.3
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Once
notice has been given as aforesaid by one of the parties, this agreement
shall terminate at the end of the period of time specified in sub-clause
2.2 above, the employment relationship between the parties shall be
severed on the date specified in the notice and the following provisions
shall apply:
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2.3.1
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the
Employee shall work during the notice period and shall continue to perform
all his obligations to the Company, unless the Company instructs him
otherwise. If the Employee gives notice of his resignation from the
Company, the Company may waive its right to notice and/or shorten the
notice period, and in such case the Employee shall be entitled to the
terms pursuant to the agreement until the date of his employment’s actual
termination;
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2.3.2
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the
Employee shall hand over the position in an orderly manner to whomever the
Company directs;
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2.3.3
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the
Employee shall give the Company all the documents, equipment, information
and any other material coming into his possession or prepared by him in
connection with his work until the employment’s
termination.
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2.4
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If
the Company terminates the Employee’s engagement as aforesaid after at
least one year, the Employee shall be entitled to severance pay pursuant
to the Severance Pay Law, 5723-1963, save in the cases detailed below, in
which the Employee shall not be entitled to severance pay, and in which
the Employee shall also not be entitled to notice in accordance with
clause 2.2 above:
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2.4.1
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if
the Employee commits a breach of this agreement and does not rectify the
breach within one week of receiving written warning to do
so;
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2.4.2
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if
the Employee breaches this agreement after he has already received warning
of a similar breach;
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2.4.3
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if
the Employee is duly convicted in a final judgment of an offence involving
disgrace;
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2.4.4
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if
the Employee breaches his fiduciary duty to the
Company;
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2.4.5
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if
the Employee abuses his office;
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2.4.6
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if
the Employee commits a grave breach of
discipline;
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2.4.7
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if
the Employee leaves his place of work for a period of more than seven days
without obtaining the Company’s
consent.
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3.
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The
scope of the
employment
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3.1
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The
Employee’s position with the Company shall be that of sales
manager.
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3.2
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In
the scope of his employment, as set forth above and in the recitals
hereto, the Employee undertakes, inter
alia:
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3.2.1
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to
loyally and punctiliously comply with the instructions of his superiors,
to the best of his ability and understanding and with full
responsibility;
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3.2.2
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to
perform his position conscientiously and with
perseverance;
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3.2.3
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to
act in accordance with the work procedures and to be responsible for
compliance therewith;
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3.2.4
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to
come to work and to work five days a
week;
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3.2.5
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not
to be absent during working hours without the consent of his
superiors;
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3.2.6
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not
to intentionally and/or negligently commit any act and/or omission that
might cause the Company or his place of work and/or any third party
connected with the Company any damage and/or loss and/or prevention of
profit.
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4.
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Salary
and social terms
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4.1
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In
consideration for his work, the Company shall pay the Employee a salary of
NIS 12,000 a month, plus a minimum monthly bonus of NIS 3,000, until
the end of December 2005. As of January 2006, the Employee shall be paid
quarterly incentives in accordance with the criteria determined by
agreement between the Employee and the Company, provided that they shall
not be less than NIS 3,000 a month.
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4.2
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The
overall salary shall be paid once a month, by no later than the 10th of
each Gregorian month, for the previous
month.
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4.3
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The
Employee shall be entitled to 14 days’ annual leave. This leave is in
respect of 12 full months of work a year. The right to accrue leave days
shall be limited to two years and any balance accruing over and beyond
this quota shall be deleted.
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4.4
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The
Employee shall be entitled to paid sick leave in accordance with the Sick
Pay Law, 5736-1976, and accrued sick leave may not be
redeemed.
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4.5
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The
Employee shall not be entitled to any consideration for
overtime.
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4.6
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As
of the first month of work, the Company shall make a provision, for the
Employee, to an executive insurance policy owned by the Employee the
details of which shall be given to the Company, in the following
amounts:
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4.6.1
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8.33%
of the gross salary for severance
pay;
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4.6.2
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5.00%
of the gross salary as pension, provided that the Employee shall also
provide 5% of his salary to such
effect;
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4.6.3
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2.2%
of the gross salary in respect of loss of working
capacity.
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4.7
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In
the event of the termination of the Employee’s engagement by the Company
or in the event that he resigns after the end of 12 months from the
commencement of his employment, all the amounts that have accrued in the
executive insurance policy (severance pay and pension – the Employee’s
part and the employer’s part) shall be transferred to the Employee, and
the employer shall sign all the documents actually required for such
purpose. In the event of his dismissal by the Company in the circumstances
enumerated in clause 2.4 above, the Employee shall not be entitled to the
amount provided by the Company to the executive insurance policy for
severance pay.
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4.8
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The
Company shall provide the Employee with a Renault Scenic car or a make
similar thereto, and shall each month credit the value prescribed in the
law to his salary. The Company shall also finance fuel for the Employee,
against the presentation of receipts or subject to another
arrangement.
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4.9
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The
Company shall provide the Employee with a cellular telephone. The Company
shall credit NIS _____ a month to the Employee’s salary in respect of
this benefit. The Employee shall be entitled to a contribution from the
Company in a sum of NIS ________ a month, in respect of the cellular
telephone expenses. Any expense besides the aforesaid amount shall be
deducted from the Employee’s
salary.
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4.10
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The
Company shall deduct at source, from the gross salary and from all the
payments made to the Employee, insofar as there are any, any tax, levy or
other mandatory payment that must be deducted at source pursuant to any
law.
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5.
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Confidentiality
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5.1
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The
Employee undertakes to keep absolutely confidential, not to convey to any
third party and not to publish or howsoever use, himself or through
others, directly or indirectly, any information, plan, material,
theoretical, scientific or practical document, whether written or oral, in
relation to or in connection with any matter coming into his possession
and/or reaching his knowledge in respect and/or in consequence of his work
in and/or for the Company, during the course of his employment with the
Company or thereafter, save with the express, prior and written consent of
the Company.
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5.2
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During
the term of his employment and thereafter, the Employee undertakes not to
convey and/or howsoever use information of the Company or information
coming into his possession in the scope of his employment with the Company
and/or in connection with the Company that is not in the public domain, to
maintain confidentiality in respect of everything to do with the Company’s
business and affairs and not to howsoever prejudice the Company’s goodwill
and/or circle of customers.
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5.3
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The
terms and conditions of this agreement shall be kept secret and the
parties undertake not to furnish any information in connection with the
terms and conditions hereof to any other person and/or entity, unless
required to do so pursuant to the
law.
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5.4
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The
Employee’s obligation to maintain confidentiality pursuant to clauses 5.1
to 5.3 above are unlimited by time or place and shall continue to be valid
in Israel and overseas also after the termination of this agreement for
any cause or if for any reason the employment relationship and the
contract between the Employee and the Company come to an
end.
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5.5
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Information
for the purposes of clauses 5.1 to 5.3 is any information relating to the
Company, including – and without derogating from the generality of the
aforesaid – information in respect of the Company’s customers, business,
plans, professional secrets, trade secrets, technological secrets,
including design, planning, formulae, technology, R&D of the Company,
reaching the Employee in consequence of or in connection with the
performance of his position in the Company. On the execution hereof, the
Employee shall sign a detailed confidentiality
undertaking.
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6.
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Non-competition
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6.1
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The
Employee undertakes that throughout the term of his employment with the
Company and for a period of five years after the termination of the
employment relationship between him and the Company, for any reason, on
the Employee’s initiative or on the Company’s initiative, he may not
engage, directly or indirectly, as a salaried employee, self-employed,
partner, contractor, consultant and in any other way, in Israel and
abroad, in any business that is such as to compete with the Company and/or
make use of contacts with customers of the Company created in the scope
and/or course of his employment with the Company that is such as to
compete with the Company.
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7.
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[Intellectual]
Property rights
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7.1
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For
the avoidance of doubt, it is warranted that the Employee shall not have
any copyright and/or other [intellectual] property rights arising in
consequence of his work for the Company and/or in consequence of the
contractual relationship pursuant hereto or howsoever in connection with
his contractual relationship with the Company, including – and without
derogating from the generality of the aforesaid: trade names, any idea,
invention, know-how, discovery or development, research, plan,
specification, drawing and/or any other document prepared by him and/or in
the Company, whether fit for registration pursuant to the law or not,
whether he prepared or participated in the preparation thereof as
aforesaid in the framework of the contract or not, and any instrument,
method, process arising in the framework or in consequence of the
contractual relationship or howsoever in connection with the contractual
relationship as aforesaid. These rights shall belong to the Company alone,
and the Employee shall sign any document required for the realization and
registration of the said rights.
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7.2
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In
the event of the termination of his employment and/or the contractual
relationship with the Company for any reason, the Employee undertakes to
give the Company all the documents and information in his possession in
connection with his work for the Company and not to take with him any
documents relating to any rights and contract [sic] of the
Company.
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7.3
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It
is expressly agreed that all the know-how arising in consequence and in
the course of the performance of the Employee’s work for the Company
pursuant hereto shall belong in full to the Company, which may use them at
any time and for any purpose (including in the event that the agreement is
terminated or suspended), and they shall be governed by the duty of
confidentiality and non-use mentioned
above.
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8.
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Non-applicability
of the Hours of Work and Rest Law,
5711-1951
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8.1
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Since
the Employee works in a position requiring a special degree of personal
confidence and since his work is such that the conditions of his
employment and the circumstances thereof do not allow the Company any
supervision over his hours of work and rest, the provisions of the Hours
of Work and Rest Law, 5711-1951 shall not apply to the Employee’s work
and/or the consideration in respect
thereof.
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8.2
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Without
prejudice to the generality of the aforesaid, it is agreed that the
consideration payable to the Employee pursuant hereto includes all the
amounts due to him for working overtime or on days of rest and if he did
not work overtime, the consideration to which he would be entitled would
be 25% less than the consideration he is actually receiving. If,
notwithstanding the aforesaid, the Company is for any reason called upon
to pay additional consideration in respect of overtime and/or work on days
of rest, the Employee undertakes to repay the additional consideration he
receives in the amount of 25% of his salary as aforesaid. For the
avoidance of doubt, the Employee hereby grants the Company permission to
set off, from any consideration due to him from the Company, the
additional consideration as
aforesaid.
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9.
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General
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9.1
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This
agreement reflects everything agreed between the parties and revokes any
representation, understanding or consent reached, if at all, prior to its
execution, including – and without derogating from the generality of the
aforesaid – the memorandum of understanding executed between the
parties.
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9.2
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Any
alteration to this agreement shall only be made in writing and with both
parties’ agreement. An alteration made in another manner shall lack any
effect vis-à-vis the parties.
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9.3
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The
addresses of the parties hereto are as set forth in the recitals. Any
notice sent by registered mail to the other party in accordance with his
address as aforesaid shall be deemed received by the addressee three days
after being mailed and if delivered by hand – at the time of its
delivery.
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9.4
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The
clause headings herein are for convenience purposes only and shall not
have any legal effect.
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9.5
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The
parties shall cooperate with each other in good faith, insofar as required
for the performance of this agreement in accordance with its spirit and
object.
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As
witness the hands of the parties:
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(Signed)
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(Signed
and stamped*)
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____________________
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____________________
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The
Employee
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The
Company
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