EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of the 15th day of
August 2010 (the "Effective Date"), by and between Inksure Ltd., a company
organized under the laws of the State of Israel (the "Company") and Dadi Avner
(the "Employee").
WHEREAS, the Company desires to employ the Employee in the position of
Controller (the "Employment Position") and the Employee desires
to serve in such capacity on the terms and conditions hereinafter
set forth herein; and
WHEREAS, the Employee represents that he or she has the requisite skill
and knowledge to engage in the Employment Position and fulfill
the duties and responsibilities set forth herein.
NOW, THEREFORE, in consideration of the respective agreements of the parties
contained herein, the parties agree as follows:
1. EMPLOYMENT
(a) The Company agrees to employ the Employee in the Employment Position, and
the Employee agrees to be employed by the Company in the Employment
Position, reporting to Tal Gilat (the "Supervising Officer"), on the terms
and conditions hereinafter set forth. The Employee's duties and
responsibilities shall be those duties and responsibilities customarily
performed by an employee in the Employment Position.
(b) During the term of Employment hereunder, the Employee agrees to devote his
or her total attention and time to the business and affairs of the Company
as required to discharge the responsibilities assigned to the Employee
hereunder. During the term of this Agreement, the Employee shall not be
engaged in any other employment nor actively engaged in any other business
activities, or in any other activities which may hinder the Employee's
performance hereunder, with or without compensation, for any other person,
firm or company without the prior written consent of the Company.
(c) The Employee shall perform the Employee's duties diligently,
conscientiously and in furtherance of the Company's best interests. In the
event that the Employee shall discover that he or she has or might have any
direct or indirect personal interest in any of the Company's business
(other than arising from the Employee's holding of the Company's or its
parent company's shares) or a conflict of interest with the duties required
of the Employee by virtue of the Employee's employment with the Company,
immediately upon such discovery the Employee shall so inform the Company in
writing.
(d) The Employee's duties shall be in the nature of management duties that
demand a special level of loyalty and accordingly the Work Hours and Rest
Law 1951, including any law amending or replacing such law, shall not apply
to this Agreement. The parties hereto confirm that this is a personal
services contract and that the relationship between the parties hereto
shall not be subject to any general or special collective employment
agreement or any industry custom or practice, or practice of the Company in
respect of any of its other employees or contractors. The Employee agrees
that the execution and delivery by the Employee of this Agreement and the
fulfillment of the terms hereof (i) does not conflict with any agreement or
undertaking by which the Employee is bound; and (ii) does not require the
consent of any person or entity.
(e) The Employee acknowledges that the Company has adopted and will adopt in
the future, policies, guidelines and procedures which will govern various
work procedures, employee benefits and use of Company property (including
the Company Car, vacation, sickness, and any other absence, if applicable).
The Employee agrees to comply with these policies, guidelines and
procedures, as shall be adopted and/or changed from time to time, at all
times.
THE EMPLOYEE IS AWARE THAT THE COMPANY MAY SEEK FUNDING FROM TIME TO TIME
FROM GOVERNMENTAL AUTHORITIES (SUCH AS THE CHIEF SCIENTIST). THE EMPLOYEE
HEREBY UNDERTAKES TO TAKE ANY ACTION OR DUTY AND PROVIDE ANY REASONABLE
REPORT NECESSARY TO COMPLY WITH THE CHIEF SCIENTIST REGULATIONS. SUCH
DUTIES MAY INCLUDE, BUT NOT LIMITED TO, DAILY TRACKING OF WORKING HOURS PER
PROJECTS EITHER BY OFF-LINE REPORT OR BY OTHER MEANS SUCH AS HRS (HOURLY
REPORTING SYSTEM) AND/OR EMPLOYEE BADGE.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT FROM TIME TO TIME HE MAY BE
REQUIRED BY THE COMPANY TO TRAVEL AND STAY ABROAD AS PART OF HIS WORK WITH
THE COMPANY
2. BASE SALARY
(a) In consideration for the services provided by the Employee hereunder, the
Company shall pay to the Employee a monthly base salary of 22,500_NIS (the
"Base Salary"), during the term of this Agreement. All income and other
taxes shall be deducted as required by law.
(b) The Base Salary shall be payable monthly in arrears, and shall be paid to
the Employee in accordance with Company policy.
(c) In addition, since the Employee may, from time to time, work overtime hours
and since the Company cannot keep specific track of all of the Employee's
overtime hours, the Company shall pay to the Employee an additional monthly
gross amount of 7,500 NIS paid for all of the Employee's overtime hours, as
they may be from time to time (the "Global Overtime Payment"; the Base
Salary together with the Global Overtime Payment, the "Salary"). The Global
overtime Salary shall be payable monthly in arrears, and shall be paid to
the Employee in accordance with Company policy.
The Employee acknowledges and agrees that Employee's position with the
Company is one that requires a special measure of personal trust as defined
under the Work and Rest Hours Law, 5711-1951, and therefore, the provisions
of such law shall not apply to the Employee. The Employee further
acknowledges and agrees that his duties and responsibilities may entail
irregular work hours and extensive traveling, for which he is adequately
rewarded by the compensation provided for in this Agreement. Not
withholding from the above, the Executive shall report his work hours as
required by law.
(d) COMPANY CAR - The Employee may choose that the Company shall rent or lease
him available car according to the Company's car policy, as shall be
amended from time to time, and by deduction of such cost incurred to the
Company from his salary. The Employee hereby agrees for such deduction.
3. EMPLOYEE BENEFITS
The Employee shall be entitled to the following benefits:
(i) SICK LEAVE. The Employee shall be entitled to fully paid sick leave
pursuant to the Sick Pay Law, 1976.
(ii) VACATION. The Employee shall be entitled to paid vacation of up to 21
annual vacation days, in coordination with the Company. Up to 150% of
one years' equivalent of vacation days may be accumulated (31.5 days
in aggregate) and any vacation accumulated in excess thereof shall
expire
(iii) MONTHLY RECREATION ALLOWANCE ("DME'I HAVRA'A"). The Employee shall be
entitled to annual recreation allowance, according to applicable law.
(v) MANAGERS INSURANCE POLICY ("BITUACH MINAHALIM"). The Company shall
effect a Manager's Insurance Policy in the name of the Employee, and
shall pay a sum of up to 13.83% of the Salary towards such Policy, of
which 8.33% will be on account of severance pay, 5% on account of
pension fund payments and up to a further 2.5% on account of
disability pension payments. The Company shall deduct 5% from the
Salary to be paid on behalf of the Employee towards such Policy. The
Employee may extend an existing policy or plan and incorporate it into
the Policy at his discretion provided that such extension may not
impose any incremental cost for the company To avoid any doubt it is
explicitly stated that the payments of the Company for severance
compensation to the managerial are done to cover and to insure the
Company's future contingent liability to pay the Employee severance
compensation, in case the Employee shall be entitled to receive such
compensation according to applicable law. Employee's right to receive
the amounts of compensation severance is subject to the Employee's
legal right to receive such compensation (sections 16 and 17 to the
Severance Compensation law). It is hereby agreed and understood that
the amounts in the Managerial Insurance on account of the Company's
contribution (i.e. 13.33% of each monthly gross salary) shall be in
lieu and in full and final substation of any severance payment the
Employee shall be or become entitled to under applicable Israeli law.
This section is in accordance with Section 14 of the Severance
Compensation Law, 1963 and the General Approval of the Labor Minister,
dated June 30, 1998 issued in accordance with the said section 14, a
copy of which is attached hereto as APPENDIX C.. The Employee hereby
expressly agrees to the arrangement according to the said section 14
as specified in appendix C.
(vi) FURTHER EDUCATION FUND ("KEREN HISHTALMUT"). The Company and the
Employee shall maintain an advanced study fund (Keren Hishtalmut
Fund). The Company shall contribute to such fund an amount equal to
7.5% of the Salary, and the Employee shall contribute to such fund an
amount equal to 2.5% of the Salary provided however, that such
company's contributed amounts will be limited to the maximum amount
which is tax-exempted by the employee. The Employee hereby instructs
the Company to transfer to such fund the amount of the Employee's and
the Company's contribution from each monthly Salary payment. Upon
termination of employment with the Company, for any reason whatsoever,
the Company will remit to the Employee all the accumulated for his/her
benefit in his/her study fund, excluding on circumstances mentioned in
section 5 (a) (i) hereof, in which the Company's contribution to the
study fund (principal + interest) shall be returned to the Company
(vii) STOCK OPTIONS. The company will recommend to the board of directors
to grant the employee the option to purchase 400,000 shares of the
Company's share capital according and subject to the provisions of the
company's ESOP and subject to the board approval, the shareholders
approval, if required, and subject the employee's execution of the
company's standard option agreement and its appendixes (the "Option").
For the avoidance of doubt, the Employee will not have any claim
regarding the grant of the Option, if all the above conditions are not
met. In the event that the Board of Directors and/or the shareholders
will not approve the Option, the Supervising Officer will make its
best effort, at his sole discretion to propose an alternate
compensation. for the avoidance of any doubt, the above shall not
constitute any obligation of the Company for such alternative
compensation and/or continues of employment by the Company.
(viii) Cellular Phone and Laptop. The Employee shall be granted the use of
a Cellular Phone and Laptop (the "Equipment") in accordance with the
Company's internal policies and procedures. The Company shall bear
certain costs relating to the use and maintenance of the Equipment,
excluding income tax imposed in connection therewith, if any. The
Employee undertakes to use the Equipment (and any other company's
materials made available to him) in accordance with Company's
procedures and to protect it from theft or damage. Upon the
termination of the employment whatsoever the reason, the Employee
shall promptly return to the Company the Equipment (and any other
company's materials made available to him).
(ix) Protection of Privacy. The Company may provide the Employee with a
cellular phone, a computer, e-mail or any other property of the
Company for communication needs during the Employee's work. The
Employee undertakes to use the Company's equipment and facilities only
for the purpose of his/her employment. The Employee acknowledges that
all of the media is the property of the Company and agrees that the
Company is entitled to conduct inspections within the Company's
offices and on the Company's equipment and facilities, including
inspections of e-mail transmissions, internet usage and inspections of
their content at the Company's discretion. For the avoidance of any
doubt, it is hereby clarified that all such examination findings shall
be the Company's sole property. The Employee acknowledges that, in
order to keep his/her privacy, It is recommended that he/she would
avoid any personal use of the Company's equipment and facilities. By
Signing this Agreement, The Employee grants the Company an irrevocable
right to conduct inspections as aforesaid, including unannounced
inspections.
4. EXPENSES
The Employee shall be entitled to receive prompt reimbursement of all
expenses properly and necessarily incurred by the Employee in connection
with the performance of the Employee's duties hereunder; PROVIDED, HOWEVER,
(i) that such expenses have been previously approved in writing by the
Supervising Officer; and (ii) that the Employee has submitted such receipts
and other documents as may be required by, and has otherwise complied with
the Company's expense policy in effect at such time.
5. TERM AND TERMINATION
(a) The term of employment under this Agreement shall commence as of 15/8/2010
(the "Commencement Date"), and will continue indefinitely, unless
terminated under any of the following circumstances and in accordance with
this Section 5:
(i) TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate this
Agreement with no prior notice, at any time for Cause. For purposes of
this Agreement, termination for "Cause" shall mean: (i) embezzlement
of funds of the Company, or its parent company by the Employee; (ii)
the Employee's conviction of any crime involving moral turpitude or
dishonesty; (iii) a material breach of the Employee's fiduciary duties
or duties of care to the Company; (iv) a material breach by the
Employee of the material terms of this Agreement or of a material
undertaking entered into by the Employee to the Company with respect
to this Agreement, which was not cured within 15 days from written
notice thereof; or (v) any other act or omission that would legally
entitle the Company to dismiss the Employee without payment of
severance pay in connection with such dismissal.
(ii) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate
this Agreement, without Cause, upon no less than [1] months' prior
written notice in the first year of employment and upon no less than
[2] months prior written notice from the second year and on.
(iii) TERMINATION BY THE EMPLOYEE. The Employee may terminate this
Agreement upon no less than 1 months' prior written notice in the
first year of employment and upon no less than 2 months prior written
notice from the second year and on, provided that the Company may, at
its option, shorten such notice period.
(b) During the period following notice of termination by any party for any
reason, the Employee shall cooperate with the Company and use his or her
best efforts to assist the integration into the Company's organization of
the person or persons who will assume the Employee's responsibilities. At
the option of the Company, the Employee shall during such period either
continue with his or her duties or remain absent from the premises of the
Company.
(c) If the employment of the Employee is terminated under Section 5(a) (i),
then, unless the parties otherwise mutually agree in writing, in full
satisfaction of the Company's obligations under this Agreement, the
Employee shall only be entitled to: (A) earned but unpaid Salary provided
for herein up to and including the effective date of termination, prorated
on a daily basis;; (C) the portion of any Managers Insurance Policy that
was contributed by the Employee, unless otherwise required by law; (D) the
portion of any Further Education Fund that was contributed by the Employee,
unless otherwise required by law; (E) a cash payment for all unredeemed
vacation days, if any, up to the maximum number permitted by law;
(d) If the employment of the Employee is terminated under Section 5(a) (ii) or
5 (a) (iii) above, the Employee shall be entitled to receive, in addition
to the payments set forth in Section 5 (c) above, severance pay, if
required by law, and the Managers Insurance Policy and the Further
Education Fund shall be automatically assigned to the Employee, provided
that the Company may, in case of termination by the Employee, (if legally
permitted) require a waiver from the Employee of any claims against the
Company and a confirmation by the Employee clarifying that the Employee has
no rights in the intellectual property of the Company, in a form
satisfactory to the Company, prior to the aforementioned transfers.
(e) In the event of any termination of this Agreement, whatever the reason, the
Employee will promptly deliver to the Company all documents, data, records
and other information pertaining to the Employee's employment or any
Proprietary Information (as defined in Section 6) or Work Product (as
defined in Section 7), and the Employee will not retain possession of any
documents or data, or any reproduction or excerpt of any documents or data,
containing or pertaining to the Employee's employment or any Proprietary
Information or Work Product.
6. PROPRIETARY INFORMATION
(a) The Employee represents and warrants that he or she will keep the terms and
conditions of this Agreement strictly confidential and will not disclose it
nor provide a copy of it or any part thereof to any third party unless and
to the extent required by applicable law.
(b) The Employee acknowledges and agrees that he or she will have access to
confidential and proprietary information concerning the business and
financial activities of the Company and information and technology
regarding the Company's product research and development, including without
limitation, the Company's banking, investments, investors, properties,
employees, marketing plans, customers, trade secrets, and test results,
processes, data and know-how, improvements, inventions, techniques and
products (actual or planned). Such information, whether documentary,
written, oral or computer generated, shall be deemed to be and referred to
as "Proprietary Information".
(c) Proprietary Information shall be deemed to include any and all proprietary
information disclosed by or on behalf of the Company and irrespective of
form, but excluding information that (i) was known to the Employee prior to
his association with the Company and is not related to the business of the
Company as currently conducted and proposed to be conducted, and can be so
proven; (ii) shall have appeared in any printed publication or patent or
shall have become a part of the public knowledge except as a result of a
breach of an Agreement which the company is a party to; (iii) shall have
been legitimately received by the Employee from a third party having no
obligation to the Company, (iv) reflects general skills and experience
gained during the Employee's engagement by the Company, or (v) reflects
information and data generally known within the industries or trades in
which the Company transacts business.
(d) The Employee agrees and declares that all Proprietary Information, patents
and other rights in connection therewith shall be the sole property of the
Company and its assigns. At all times, both during his or her engagement by
the Company and after its termination, the Employee will keep in confidence
and trust all Proprietary Information, and the Employee will not use or
disclose any Proprietary Information or anything relating to it without the
written consent of the Company, except as may be necessary in the ordinary
course of performing the Employee's duties hereunder and in the best
interests of the Company.
(e) The Employee recognizes that the Company received and will receive
confidential or proprietary information from third parties subject to a
duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. At all times,
both during the term of this Agreement and after its termination, the
Employee undertakes to keep all such information in strict confidence and
trust, and will not use or disclose any of such information without the
prior written consent of the Company, except as may be necessary to perform
the Employee's employment and consistent with the Company's agreement with
such third party. Upon termination of his or her provision of employment,
Employee shall act with respect to such information as set forth in Section
5(e).
(f) The Employee's undertakings in this Section 6 shall remain in full force
and effect after termination of this Agreement or any renewal thereof.
7. INVENTIONS
(a) The Employee understands that the Company is engaged in a continuous
program of research, development, production and marketing in connection
with its business and that, as an essential part of his or her employment
with the Company, the Employee is expected to make new contributions to,
and create inventions of value for, the Company. The Employee agrees to
share with the Company all the Employee's knowledge and experience,
provided however that the Employee shall not disclose to the Company, or
use for the advancement of the business of the Company, any information
which the Employee has undertaken to third parties to keep confidential or
in which third parties have any rights. The Employee acknowledges that all
Work Product (as defined below) is "work made for hire", will be the sole
and exclusive property of the Company and the Employee will not have any
rights or title whatsoever thereto.
(b) The Employee hereby irrevocably transfers and assigns to the Company all of
his or her rights, title and interest now and hereafter acquired in and to
all Work Product (whether developed prior to the date hereof, or
thereafter) and, when not otherwise assignable herein, agrees to assign in
the future to the Company, all of his or her rights, title and interest in
and to any and all such Work Product (and all proprietary rights with
respect thereto), and further undertakes to execute all necessary
documentation and take all further action as may be required in order to
perform such assignment.
(c) The Employee hereby forever waives and agrees never to assert any rights of
paternity or integrity, any right to claim authorship of any Work Product,
to object to any distortion, mutilation or other modification of, or other
derogatory action in relation to, any Work Product, whether or not such
would be prejudicial to his or her honor or reputation, and any similar
right, existing under judicial or statutory law of any country in the
world, or under any treaty, even after termination of his or her work on
behalf of the Company.
(d) "Work Product" shall be deemed to include: any work of authorship,
discovery, improvement, invention, design, graphic, source, HTML and other
code, trade secret, technology, algorithm, computer program, audio, video
or other files or content, idea, design, process, technique, know-how and
data created, in whole or in part, by the Employee during the Employee's
employment with the Company, or developed using equipment, supplies,
facilities or trade secrets of the Company, or resulted from work performed
by or for the Company, any of the foregoing to the extent that such
technologies and/or information are directly or indirectly related to the
field of business of the Company as currently conducted and/or as proposed
to be conducted from time to time.
(e) The Employee agrees to assist the Company in every proper way to obtain for
the Company and enforce patents, copyrights, mask work rights, and other
legal protections for the Company's Work Product in any and all countries.
The Employee will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask
work rights, trade secrets and other legal protections. The Employee's
obligations under this Section 7(e) will continue beyond the termination of
this Agreement with the Company, provided that the Company will compensate
the Employee at a reasonable rate after such termination for time or
expenses actually spent by him or her at the Company's request on such
assistance. The Employee hereby irrevocably appoints each of the Directors
of the Company as his or her attorney-in-fact to execute documents on his
or her behalf for this purpose.
(f) During the period of the Employee's employment with the Company, the
Employee will promptly disclose to the Company fully and in writing all
Work Product authored, conceived or reduced to practice by him or her,
either alone or jointly with others.
(g) All trade secrets, inventions, ideas, processes, formulas, source and
object codes, data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques
(hereinafter collectively referred to as "Prior Inventions"), if any,
patented or unpatented, which the Employee made prior to the commencement
of the Employee's employment with the Company are excluded from the scope
of this Agreement. To preclude any possible uncertainty, a complete list of
all Prior Inventions that the Employee has, alone or jointly with others,
conceived, developed or reduced to practice or caused to be conceived,
developed or reduced to practice prior to the commencement of the
Employee's employment with the Company, that the Employee considers to be
his or her property or the property of third parties and that the Employee
wishes to have excluded from the scope of this Agreement is included in the
definition of Prior Inventions in EXHIBIT A hereto. If disclosure of any
such Prior Invention would cause the Employee to violate any prior
confidentiality agreement, the Employee shall only disclose a cursory name
for each such invention, a listing of the party(ies) to whom it belongs and
the fact that full disclosure as to such inventions has not been made for
that reason. If no such disclosure is attached, the Employee represents
that there are no Prior Inventions. If, in the course of the Employee's
employment with the Company, the Employee incorporates a Prior Invention
into a Company product, process or machine, the Company is hereby granted
and shall have a nonexclusive, fully paid up, royalty-free, irrevocable,
perpetual, worldwide license (with rights to sublicense through multiple
tiers of sub-licensees) to make, have made, modify, use, sell and
commercialize such Prior Invention. Notwithstanding the foregoing, the
Employee agrees that he or she will not incorporate, or permit to be
incorporated, Prior Inventions in any inventions of the Company without the
Company's prior written consent.
(h) To remove any doubt, it is hereby clarified that the stated in Section 7
above, applies also for the purpose of "Invention Due to Employment"
(Amtza'at Sheirut) according to the meaning of this term in The Patents law
of 1967 (hereinafter: "THE PATENTS LAW"), however, in any case, Invention
Due to Employment will not be the employee's property (Section 132(b) of
The Patents law will not bind sides to this agreement), unless the employer
will approve otherwise in writing.
(i) The employee shall not be entitled for any payments nor other compensation,
due to the rights stipulated in Sections 1.1-1.2 above and/or due to the
commercial (or other) use in the rights or inventions mentioned above. This
Section 1.3 will be considered for any purpose as "Contract" according to
the meaning of this term in Section 134 of The Patents law. In other words,
the employee is hereby agree that he will not be entitled for any
compensation for Invention Due to Employment, and that he will not address
in this matter to The Payment and Compensation Commission ("Hava'ada
Leinianey pitzuim vetamlugim") by virtue of The Patents law.
(j) Despite of the above, it is hereby agreed that if the company will be
forced, by any entity or authority, to pay the employee or whoever in his
place, any compensation due to the rights stipulated above, this payment
will be considered as the employees debt to the company, hence the company
shall be entitled to offset and deduct this payment from any other sum that
the employee is entitled to from the company according to this agreement
(or according to other binding agreement between the employee and the
company), including from the sum that the employee will be entitled to
receive from the company as mentioned above.
8. NON-COMPETITION; NON SOLICITATION
(a) The Employee agrees and undertakes that he or she will not, so long as he
or she is employed by the Company and for a period of twelve months
following termination thereof for whatever reason - become financially
interested in, be employed by, or have any connection with any business or
venture that is engaged in any activities competing directly or indirectly
with products or services then offered by the Company or in development or
proposed to be developed, as owner, partner, joint venturer, shareholder,
employee, broker, agent, principal, corporate officer, director, licensor
or in any other capacity whatever; provided, however, that the Employee may
own securities of any corporation which is engaged in such business and is
publicly owned and traded but in an amount not to exceed at any one time
one percent of any class of shares or securities of such company, so long
as it has no active role in the publicly owned and traded company as
director, employee, consultant or otherwise.
(b) The Employee agrees and undertakes that during the period of his or her
employment with the Company and for a period of twelve months following
termination, the Employee will neither solicit for employment nor employ
any person employed by the Company on the date of such termination or
during the preceding twelve months, including personally or in any business
in which he or she is a shareholder, for any purpose or in any place,
provided that the foregoing restriction shall not apply to employment: (1)
following an employee's affirmative response to a general recruitment
effort carried out through a public solicitation or general solicitation,
or (2) upon an employee's initiative.
(c) If any one or more of the terms contained in this Section 8 shall, for any
reason, be held to be excessively broad with regard to time, geographic
scope or activity, the term shall be construed in a manner to enable it to
be enforced to the extent compatible with applicable law.
9. NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when personally delivered or sent by
registered mail, postage prepaid, addressed to the respective addresses set
forth below or last given by each party to the other, except that notice of
change of address shall be effective only upon receipt. The initial
addresses of the parties for purposes of this Agreement shall be as
follows:
The Company: Inksure Ltd.
Fax:
The Employee: Dadi Avner
10. MISCELLANEOUS
(a) No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed
by the Employee and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. The Company may
set-off from any payments to the Employee and sums owed by the Employee to
the Company, subject to applicable law.
(b) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel, without giving effect to
the rules with respect to conflicts-of-law.
(c) 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.
(d) This Agreement constitutes the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements, oral
or written, between the parties hereto with respect to the subject matter
hereof. No agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made either
party which are not expressly set forth in this Agreement.
(e) This Agreement shall be binding upon and shall inure to the benefit of the
Company, its successors and assigns, and the Company shall require such
successor or assign to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken place.
The term "successors and assigns" as used herein shall mean a corporation
or other entity acquiring all or substantially all the assets and business
of the Company (including this Agreement) whether by operation of law or
otherwise.
(f) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Employee.
(g) The section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this
Agreement.
IN LIGHT OF NOTICE OF EMPLOYMENT LAW (EMPLOYMENT TERMS), 2002 AND THE
REGULATIONS THEREOF, ATTACHED AS EXHIBIT B IS A NOTICE OF EMPLOYMENT TERMS OF
THE EMPLOYEE.
IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be
executed by its duly authorized officer and the Employee has executed this
Agreement as of the day and year first above written.
INKSURE LTD.
By: /s/ Tal Gilat /s/ Dadi Avner
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Name: Tal Gilat EMPLOYEE
Title: President and CEO
EXHIBIT A
PRIOR INVENTIONS
NONE
EXHIBIT B
FORM 1
(Regulation 1(A))
Notice of Employment Terms
1. Name of Employer: Inksure Ltd.
Registration Number (Corporation):________________
Address: _________________________________________________________
Name of Employee: Dadi Avner
I.D. Number: 025148354
Address: Hamitnahalim 26 St., Ramar Hasharon
2. Date of Commencement of Employment: August 15, 2010
The Employment Agreement attached hereby is not for a limited period of
time, and can be terminated according to its provisions.
3. Principal Duties of the Employee are as follows:
a. _______________________________________________________________
b. _______________________________________________________________
c. _______________________________________________________________
4. Name of direct supervisor of the Employee or title of direct supervisor:
________
5. The basis for payment of salary: monthly salary.
6. The total fixed payments that will be paid to the employee as salary
(gross) in accordance with the salary basis is _____________. Details of
all of the payments that will be made to the employee are as follows:
--------------------------------------------------------- ----------------------------------------
FIXED PAYMENTS NON-FIXED PAYMENTS
--------------------------------------------------------- ----------------------------------------
TYPE OF PAYMENT DATE OF PAYMENT TYPE OF PAYMENT DATE OF PAYMENT
-------------------------- ------------------------------ ---------------------- -----------------
Basic Salary Until the 9th of the
following month
-------------------------- ------------------------------ ---------------------- -----------------
GlobalOvertime Payment Until the 9th of the
following month
-------------------------- ------------------------------ ---------------------- -----------------
-------------------------- ------------------------------ ---------------------- -----------------
7. Length of regular day of employment of the employee is no less than 9 hours
/ length of regular week of employment of the employee is no less than 43
hours.
8. The employee's regular weekly rest day is: Saturday.
9. Payments for social benefits to which the employee is entitled:
------------------- ------------------ --------------------- ------------------
RECEIVING ENTITY PERCENTAGE OF PERCENTAGE OF
AND NAME ALLOCATION OF THE ALLOCATION OF THE
TYPE OF PAYMENT OF PROGRAM EMPLOYEE EMPLOYER
------------------- ------------------ --------------------- ------------------
Managers Insurance 5% 8.33%
5%
Up to 2.5%
------------------- ------------------ --------------------- ------------------
Education Fund 2.5% 7.5%
------------------- ------------------ --------------------- ------------------
This notice is not an employment agreement, but rather the employer's notice
regarding the principal terms of employment; nothing contained in this notice
derogates from any right to which the employee is entitled pursuant to any law,
extension order, collective agreement or employment agreement.
Date: August 15, 2010 Signature of Employer: /s/ Dadi Avner
[TRANSLATION FROM HEBREW]
EXHIBIT C
General Certification of Employers' Payments to Pension Fund Insurance Fund
Inst Lieu of Severance Pay ("Section 14")
(30/06/1998)
Pursuant to my authority under Section 14 of the Law of Severance Pay-1963 (the
"Law"), I certify that the payments paid by an employer from the day of
publication of this certification on behalf of his employee to a comprehensive
pension to a trust fund, which is not an insurance fund, as such term is defined
in the Income Tax Regulations (Rules for Approval and Management of Trust Funds)
- 1964 (a "Pension Fund"), or to managers' insurance or which includes an option
for insurance fund (the "Insurance Fund"), including payments paid in
combination to a Pension Fund and Insurance Fund ("Employers Payments"), will be
paid in lieu of severance pay, which the employee in question is entitled to
from wages paid in respect of the said period (the "Exempted Wage"), provided
that the following exists:
(1) Employers Payment -
(A) To the Pension Fund is at least 14.33% of the Exempted Wage, or 12% of the
Exempted Wage if the employer also pays severance pay to the severance pay fund
or Insurance Fund in the name of the employee at a rate of 2.33% of the Exempted
Wage. If the employer has not pain in addition to the 12%, the 2.33% as stated,
he shall pay 72% of the severance payments of the employee instead; provided
that,
(B) The Insurance Fund is not less than one of the following:
(1) 13.3% of the Exempted Wage, if the employer also pays for employee payments
in addition to insure the latter's monthly income in case of loss of ability to
work, pursuant to the plan approved by the Commissioner of Capital Markets
Insurance and Savings at the Ministry of Finance, at the rate necessary to
ensure 75% of the Exempted Wage at least, or rate of 2.5% of the Exempted Wage,
according to whichever is lower ("Insurance Payment for Loss of Ability to
Work");
(2) 11% of the Exempted Wage, if the employer paid the insurance fee in addition
to the Insurance Payment for Loss of Ability to Work, in which case the employer
will pay only for 72% of the employee's severance pay; If the employer in
addition to those payments made completion payments to the severance pay fund or
Insurance Fund in the name of the employee at a rate of 2.33% of the Exempted
Wage, then the employer's payments will be in place of 100% of the severance pay
for employee.
(2) Not later than three months into the implementation of employers payments,
if a written agreement between employer and employee will be entered in which -
(A) the employee's consent to this arrangement in a form which lists the
employer's payments as well as the Pension Fund and Insurance Fund, as
applicable; the said agreement shall also include a version of this
authorization.
(B) an employer's waiver in advance in which he relinquishes his the right for
refund from the payments, unless the employee was denied the right to severance
pay by virtue of a judgment pursuant Articles 16 or 17 of the Law, or because
the employee withdrew money from the Pension Fund or Insurance Fund without
entitling event. For the purposes f this section "entitling event " means death,
disability, or retirement at age 60 or later.
(3) This approval does not derogate from the right of an employee to severance
payments under the law, a collective bargaining agreement, an extension order or
contract work, for wages above the Exempted Wage.
INKSURE LTD.
By: /s/ Tal Gilat
Name: Tal Gilat
Title: President and CEO EMPLOYEE /s/ Dadi Avner
