Dear Employee, Personal and Special Employment Agreement (“Special Agreement”)
Exhibit
10.1
To:
▇▇▇▇▇
▇▇▇▇▇▇
Date:
August 18th,
2005
Dear
Employee,
Personal
and Special Employment Agreement (“Special Agreement”)
We
are
pleased to extend an offer of employment to you at Ceva D.S.P Ltd. (the
“Company”),
as a
new employee of the Company for every purpose and matter and this commencing
on
August 1st,
2005.
You
shall
be employed by the Company in the position of: CFO
You
shall
be subject and report to CEO or any other officer as the Company decides
and
directs from time to time. For the avoidance of any doubt, it is hereby
expressed that the Company may alter your position and subordination, at
its
discretion.
| 1. |
Salary
and Overtime Pay
|
| a. |
As
compensation for your performance, the Company shall pay you a
basic gross
annual salary of 126,000 USD (the “Salary”),
which shall be paid in NIS according to the exchange rate of the
USD at
the day of the payment.
|
| b. |
In
addition to the Salary, you shall be paid annually, the gross amount
of
14,000 USD, which shall be paid in NIS according to the exchange
rate of
the USD at the day of the payment, as global consideration for
any
overtime you may work beyond the Company customary working hours
for
employees of your position, and this, irrespective of the actual
overtime
worked (the "Overtime
Pay").
|
| c. |
The
above-mentioned Salary and Overtime Pay includes a cost-of-living
supplement based on the cost of living index most recently published
prior
to the date of this Agreement, and shall be updated in accordance
with the
adjustments applicable by the law from time to time.
|
For
the
avoidance of any doubt, it is hereby expressed that the aforementioned Salary
and Overtime Pay constitutes the overall consideration for your work and
in view
of your position and status you shall not be entitled to any additional
consideration, of any form, for your work during overtime hours and on weekends
or holidays, insofar as required of you.
| 2. |
Employment
Period and Termination
Thereof
|
| 2.1 |
Your
employment with the Company shall commence on the date specified
in the
Special Agreement, and shall not be limited in time.
|
| 2.2 |
In
the event that the duration of your employment with the Company
shall
exceed a period of three (3) months, your employment may be terminated
by
either party at any time for any reason pursuant to the delivery
of 6
months prior written notice by the terminating party (the “Notice
Period”).
|
| 2.3 |
The
provisions of Section 3 of Appendix "A" attached hereto shall apply
to the
terms of termination of your
employment.
|
| 3. |
Company
Car
|
|
You
shall be entitled to a Company car in accordance with the Company’s
internal policies. The Company shall bear all expenses relating
to the use
and maintenance of the car, excluding taxes imposed on you as a
result of
the car being placed at your disposal pursuant to the instructions
of the
Israeli tax authorities and excluding fines and/or parking
tickets.
|
Upon
the
termination of your employment for any reason, with or without cause, you
shall
be obligated to return the car to the Company in a proper state of repair.
For
the avoidance of doubt, it is hereby clarified that you shall not be entitled
to
place a lien on the car to secure any debts or liabilities of the Company
to you
or in any other instance whatsoever.
And
all
subjects to Car Procedure plan of the Company.
4.
Working
Hours
Your
working hours shall be from 08:00 AM - 17:15 PM, including ¾ hour for lunch
break, 5 days per week, on a full time job basis.
As
aforementioned, you are expected to work during overtime hours if it is so
required in order to fulfill your obligations according to this Special
Agreement.
5.
Manager’s
Insurance Plan and Severance Pay
| 5.1 |
Within
the framework of the Company policy, the Company shall allocate
to a
Managers Insurance Policy or to a Pension Fund (the “Insurance
Fund”),
according to your choice, which shall remain property of the Company,
an
aggregated amount equal to thirteen and a third percent (13.33%)
in the
following portions; five percent (5%) of the Salary and the Overtime
Pay
for pension compensation and eight and a third percent (8.33%)
of the
Salary and the Overtime Pay to severance compensation. The Company
shall
deduct from the Salary an aggregated amount equal to five percent
(5%) of
the Salary and the Overtime Pay for the Insurance Fund.
|
|
In
addition, the company shall allocate money for disability insurance
in
accordance with the company’s accepted
policies.
|
| 5.2 |
The
aforementioned allocations shall be on account of severance pay
according
to the Severance Pay Law 5723-1963 (the “Severance
Pay Law”),
if you are entitled to same.
|
| 5.3 |
In
the event that the Company terminates your employment, the Company
shall
release the monies accumulated on your behalf in the Insurance
Fund,
unless you are not eligible to severance pay under the provisions
of the
Severance Pay Law and/or you are in breach of your fiduciary duty,
including but not limited to a commission of a felonious crime
that is
connected with your employment and/or you are in breach of Section
3.4 of
Appendix "A" attached hereto and/or you are in breach of your obligations
re confidentiality, non-competition and intellectual property,
as defined
in Section 4 of Appendix "A" attached
hereto.
|
2
|
5.4
|
Notwithstanding
the provisions of clause 5.3 above, it is hereby clarified that
in the
event of your resignation from the Company, the Company shall release
the
monies accumulated on your behalf in the pension component ("tagmulim")
within the Insurance Fund (employee's and employer's
contributions(,
and shall consider, at its sole discretion releasing to you the
monies
accumulated on your behalf in the severance component within the
Insurance
Fund, notwithstanding the fact that the Company is not obliged
to do so,
and in consideration with the circumstances in which your employment
was
terminated.
|
6.
Advanced
Study Fund
The
Company shall make monthly contributions on your behalf to a recognized advanced
study fund (the “Study
Fund”)
in an
amount equal to 7.5% of the Salary and the Overtime Pay. In addition, the
Company shall deduct 2.5% from the Salary and the Overtime Pay to also be
paid
to the Study Fund.
7.
Convalescence
(“Havra’ah”)
You
shall
be entitled to 10 convalescence days per year, in accordance with Company's
policy (however no less than the quota determined by Israeli Law).
8.
Vacation
| 8.1 |
You
shall be entitled to an annual 23 working days paid vacation (the
"Annual
Vacation").
|
| 8.2 |
You
will coordinate any vacation of more than 3 days at least one month
in
advance with your supervisor.
|
| 8.3 |
It
is hereby expressed that you must make every effort to exercise
your
Annual Vacation; however, if you are unable to utilize all the
vacation
days, you shall be entitled to accumulate the unused balance of
the
vacation days standing to your credit up to a ceiling of double
the number
of annual vacation days that you are entitled to accumulate according
to
Israeli Law (the “Ceiling"),
provided that you take at least seven consecutive annual working
days
vacation.
|
| 8.4 |
If
you accumulate vacation days exceeding the Ceiling, the balance
shall be
redeemed at the beginning of each calendar
year.
|
3
| 8.5 |
The
Company may instruct you to use your Annual Vacation, in the event
that
Company employees are sent by the Company on an organized vacation.
|
9.
Sick
Leave
You
shall
be entitled to 18
annual paid sick days.
All
absences must be accompanied by a medical certificate.
Sick
leave may be accumulated up to a ceiling of 90 days, but may not be redeemed
under any circumstances.
10.
Military
Reserve Duty
In
the
event that you are called to military reserve duty (including a “one-day”
military reserve duty), you shall immediately notify the Company, and the
Company shall pay you your full consideration for those dates you are called
to
military reserve duty, provided that you supply the Company with a due
certificate in order to receive the amounts due from the National Insurance
Institute.
11. Additional
Benefits
The
management of the Company may recommend to Company's board of directors (the
"Board")
the
grant of options to purchase ordinary shares of the Company, under the Company’s
stock option plan valid on the date of grant and subject to the approval
of the
Board.
It
is
hereby clarified that the grant of options is subject to the Board’s approval in
accordance with the Company's procedures.
For
the
avoidance of any doubt it is hereby clarified that the aforementioned shall
not
oblige the Company to recommend to the Board upon such grant, and you shall
have
no claims or demands had the Company not recommended upon such
grant.
12. General
The
Company may hold, once a year, a salary review in which it may decide whether
to
grant a bonus to all or any of its employees at its sole discretion. In the
event that such salary review is held, the Company may consider your candidacy
to receive such a bonus.
It
is
hereby clarified that the Company is not obliged to hold such salary review
and/or to grant any benefits or bonus to all or any of its employees or to
you.
Furthermore, you hereby undertake that you shall have no claim or demand
in the
event that the Company decides not to hold such salary review and/or not
to
grant any benefits or bonus to all or any of its employees or to
you.
4
13. Confidentiality,
Non-Competition/Non-solicitation and Intellectual
Property
You
hereby declare, that you are obliged to the provisions of the Confidentiality,
Non-Competition/Non-solicitation and Intellectual Property clause, as described
in Section 4 of Appendix "A" attached hereto.
In
addition to the terms and conditions specified above, the other terms and
conditions of your employment shall be in accordance with the procedures
of the
Company from time to time, as specified in Appendix "A" attached hereto.
Please
carefully read the Special Agreement and the appendixes annexed thereto and
sign
the declaration at the foot of Appendix "A" attached hereto.
In
light
of Notice Of Employment Law (Employment Terms), 5762-2002 and the regulations
thereof, attached as Annex "B" is a Notice Of Employment Terms of the
Employee.
The
Management of the Company is pleased to have you join the Company staff,
wishes
you success in your position and hopes to see you absorbed and integrated
into
its team of employees.
Yours
faithfully and wishing you success,
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Position: | VP Human Resources | |
| Address: | ▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ |
I
have
carefully read this agreement and its appendixes thereto, I have understood
the
contents thereof and I agree to the terms and conditions included therein
and
undertake to perform all the obligations therein.
|
Signature:
|
|
______________________________
|
|
Employee's
name:
|
|
______________________________
|
|
Identity
number:
|
|
______________________________
|
|
Identity
number:
|
|
______________________________
|
|
Address:
|
|
______________________________
|
|
Date:
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______________________________
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5
APPENDIX
"A" TO PERSONAL AND SPECIAL EMPLOYMENT AGREEMENT
1. General
| 1.1 |
This
agreement constitutes an integral part of the personal and special
employment agreement dated August 18th
2005 between ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Employee”)
and Ceva DSP Ltd. (the “Company”)
(the “Special
Agreement"),
and wherever reference is made to this “Agreement”, the meaning is this
agreement and the Special Agreement.
|
| 1.2 |
Unless
otherwise provided in this Agreement, the provisions of any collective
agreement (“Heskem Kibutsi”), collective arrangement (“Hesder Kibutsi”) or
other custom of any kind shall not apply, unless otherwise determined
by
applicable law.
|
| 1.3 |
The
Employee warrants, confirms and undertakes that he is entitled to
enter
into this Agreement and to assume all the obligations pursuant hereto,
that there is no contractual or other impediment to his entering
into this
Agreement.
|
| 1.4 |
The
Employee hereby warrants that he has no medical or other problems
which
might prevent him from performing his obligations to work for the
Company.
The Employee shall notify the Company of any change in his state
of
health.
|
2. Position
and Duties
| 2.1 |
During
the employment period with the Company, the Employee shall honestly,
diligently, skillfully and faithfully serve the Company. The Employee
undertakes to devote all his working time, efforts and the best of
his
qualifications and skill to promoting the business and affairs of
the
Company, to comply with the policy and working arrangements of the
Company, to loyally and fully comply with the decisions of the Company,
its management and his supervisors.
|
| 2.2 |
The
Employee shall not, without the prior written authorization of the
Company, directly or indirectly undertake any other employment, whether
as
an employee of another employer or independently as an agent or consultant
or in any other manner (whether for compensation or otherwise), and
shall
not assume any position or render services in any of the above-stated
manners to any other entity.
|
| 2.3 |
The
Employee undertakes to notify the Company immediately and without
delay of
any matter or subject in respect of which he has a personal interest
and/or which might create a conflict of interests with his position
in the
Company.
|
3. Employment
Period and Termination Thereof
| 3.1 |
During
the Notice Period as described in Section 2 of the Special Agreement,
the
Employee shall continue to render services to the Company until the
termination of the Notice Period. Nevertheless, the Company shall
have the
right not to take advantage of the full Notice Period and may even
terminate the employment at any time during the Notice Period. In
the
event of such termination, the Company shall pay the Employee his
Salary
and Overtime Pay for the remainder of the Notice
Period.
|
6
|
For
the avoidance of any doubt, it is hereby expressed that the Company
reserves this right in both the event the notice of termination
of
employment was delivered by it or in the event that it was delivered
by
the Employee,
and the latter case shall not constitute a dismissal of employment
by the
Company
|
| 3.2 |
Notwithstanding the
foregoing, the Company may terminate the employment without the delivery
of a prior written notice,
in
the event that The employee is not eligible to severance pay under
the
provisions of the Severance Pay Law and/or is in breach of his fiduciary
duty, including but not limited to a commission of a felonious crime
connected with his employment and/or he is in breach of his undertakings
according to Section 3.4 henceforth and/or he is in breach of his
obligations re confidentiality, non-competition and intellectual
property,
as defined in Section 4 henceforth.
|
| 3.3 |
In
the event that the Employee terminated his employment with the Company,
for any reason, without the delivery of a prior written notice, the
Company is entitled to deduct from any debt which it owes the Employee
an
amount equal to the salary that would have been due to the Employee
for
the Notice Period during which he should have worked pursuant hereto,
had
he worked.
|
| 3.4 |
The
Employee undertakes that immediately upon the termination of his
employment with the Company, for any reason, he shall act as
follows:
|
| 3.4.1 |
he
shall deliver and/or return to the Company all the documents, diskettes
or
other magnetic media, letters, notes, reports and other papers in
his
possession and relating to his employment with the Company, as well
as any
equipment and/or other property belonging to the Company which was
placed
at his disposal;
|
| 3.4.2 |
he
shall delete any information relating to the Company or its business
from
his personal computer, if any;
|
| 3.4.3 |
he
shall coordinate his resignation with his supervisors, including
the
orderly handing over of his position according to the timetable determined
by his supervisors, and he shall hand over in an orderly fashion
and in
accordance with the Company procedures his position, the documents
and all
the other matters dealt with by him to whomever the Company instructs,
and
all to the satisfaction of the Company.
|
7
|
4.
|
Confidentiality,
Non-Competition/Non-solicitation and Intellectual
Property
|
The
Employee warrants and undertakes that for as long as he is employed by the
Company, and upon termination of employment thereafter, for any reason, he
shall
maintain in complete confidence any matters that relate to the Company, its
affairs and/or business, including regarding the terms and conditions of his
employment pursuant to this Agreement, and that he shall not harm its goodwill
or reputation, and he agrees to the provisions of the confidentiality,
non-competition and intellectual property clause as specified below.
The
Employee's obligations pursuant to this Section derive from his status and
his
position in the Company, along with all matters connected therewith, and the
terms and conditions of the Employee's employment pursuant to this Agreement,
including his total compensation, have been determined in part, inter alia,
in
consideration of this undertaking and constitute sufficient consideration for
his obligations hereunder.
| 4.1 |
Confidentiality
|
| 4.1.1 |
The
Employee undertakes to keep the secrets of the Company, including
its
affiliates, subsidiaries, successors, related corporation and parent
company, Ceva DSP Inc. and its subsidiaries, now or hereafter existing
(for the purpose of this Section 4.1 and 4.2 and 4.4 the “Company”),
during the term of his employment with the Company and after the
termination of such employment, for any reason.
|
| 4.1.2 |
Without
derogating from the generality of the foregoing, the Employee hereby
agrees that he shall not, directly or indirectly, disclose or transfer
to
any person or entity, at any time, either during or subsequent to
the
employment period, any trade secrets or other confidential information,
whether patentable or not, of the Company, including but not limited
to,
any (i) processes, formulas, trade secrets, innovations, inventions,
discoveries, improvements, research or development and test results,
survey, specifications, data and know-how; (ii) marketing plans,
business
plans, strategies, forecasts, unpublished financial information,
budgets,
projections, product plans and pricing; (iii) personnel information,
including organizational structure, salary, and qualifications of
employees; (iv) customer and supplier information, including identities,
product sales and purchase history or forecasts and agreements; and
(v)
any other information which is not known to the public (collectively,
“Confidential
Information”),
of which the Employee is or becomes informed or aware during the
employment period, whether or not developed by the
Employee.
|
8
| 4.1.3 |
The
Employee undertakes not to give and/or transfer, directly or indirectly,
to any person or entity, any material and/or raw material and/or
product
and/or part of a product and/or model and/or document and/or diskette
and/or other information storage media and/or photocopied and/or
printed
and/or duplicated object containing any or all of the Confidential
Information.
|
| 4.1.4 |
The
Employee undertakes not to make any use, including duplication,
production, sale, transfer, imitation and distribution, of all or
any of
the Confidential Information, without the prior written consent of
the
Company.
|
| 4.1.5 |
In
the event the Employee is in breach of any of his above obligations,
he
shall be liable to compensate the Company in respect of all damages
and/or
expenses incurred by the Company as a result of such breach, including
trial costs and legal fees and statutory VAT, and such being without
derogating from any other relief and/or remedy available to the Company
by
virtue of any law.
|
| 4.2 |
Non-Competition/
Non-Solicitation
|
| 4.2.1 |
The
Employee undertakes that during the period of his employment with
the
Company and for a period of twelve (12) months from the termination
of his
employment therewith, for any reason, he shall not, anywhere in the
world,
do business as an employee, independent contractor, consultant or
otherwise, and shall not directly or indirectly participate in or
accept
any position, proposal or job offer that may directly or indirectly
compete with or harm the Company, or in the field in which the Company
engages, is engaged or is about to engage (the “Competitive Occupation").
|
| 4.2.2 |
Without
derogating from the generality of the foregoing, the Employee undertakes
not to maintain any business relations of any type whatsoever, including
a
proposal to conduct business relations, directly or indirectly, with
any
of the Company's customers and/or suppliers and/or agents, including
customers and/or suppliers and/or agents with whom the Company conducted
negotiations towards an agreement at the time of the termination
of his
employment with the Company or prior thereto. In addition, the Employee
undertakes not to approach and/or solicit and/or recruit any employee
of
the Company to leave the Company for a period of eighteen (18) months
from
the date of the termination of the employment relationship.
|
9
| 4.2.3 |
The
foregoing shall apply irrespective of whether the Competitive Occupation
is carried out by the Employee alone or in cooperation with others
and
shall apply to the participation of the Employee in a Competitive
Occupation, whether as a controlling shareholder or as an interested
party.
|
| 4.2.4 |
For
the avoidance of any doubt, the Employee hereby declares that his
obligations and declarations according to this Section 4.2 do not
limit
his occupation with any other entity whatsoever, and they are solely
intended to safeguard the legitimate interests of the Company in
light of
his position in the Company, and in light of the Confidential Information
to which he has been and/or will be exposed during the course of
his
employment.
|
| 4.3 |
Intellectual
Property, Copyright and
Patents
|
| 4.3.1 |
The
Employee hereby assigns to the Company, all of the Employee’s rights,
title and interest in and to all inventions, trade secrets, professional
secrets, innovations, copyrightable works, Confidential Information,
discoveries, processes, designs, works of authorship, and other
intellectual property and all improvements on existing inventions,
discoveries, processes, designs, works and other intellectual property
made or discovered by the Employee or any person subordinate to
him during
the term of employment or as a result of such employment with the
Company,
for no additional consideration provided that he shall not be required
to
bear any expenses as a result of such assignment. The Company and
its
successors shall be entitled to protect any invention and/or patent
and/or
trade secret and/or professional secret and/or innovation as aforesaid
by
way of registration and/or in any other manner, in Israel or anywhere
else.
|
| 4.3.2 |
The
Employee undertakes that upon the demand of the Company, including
after
the termination of his employment for any reason, he shall sign,
execute
and deliver to the Company such documents as the Company may request
to
confirm the assignment of the Employee’s rights herein, and if requested
by the Company, shall assist the Company, and shall execute any
necessary
documents, at the Company’s expense, in applying for and prosecuting any
patents, trademarks, trade secrets or copyright registration which
may be
available in respect thereof in accordance with the laws of the
State of
Israel or any other foreign country.
|
10
| 4.3.3 |
The
Employee undertakes to deliver to the Company, written notice of
any
invention and/or patent and/or commercial secret and/or innovation
invented by him and/or employees of the Company and/or its successors
who
are subordinate to him, immediately upon the discovery
thereof.
|
| 4.3.4 |
The
Employee's obligations pursuant to this Section shall survive the
termination of his employment with the Company and/or its successors
and
assigns with respect to inventions conceived by him during the
term of his
employment or as a result of his employment with the
Company.
|
| 4.4 |
Employee
acknowledges that the restricted period of time and geographical
area
specified hereunder are reasonable, in view of the nature of the
business
in which the Company is engaged, the Employee’s knowledge of the Company’s
business and the compensation he receives. Notwithstanding anything
contained herein to the contrary, if the period of time or the
geographical area specified herein should be determined to be unreasonable
in any judicial proceeding, then the period of time and area of
the
restriction shall be reduced so that this Agreement may be enforced
in
such area and during such period of time as shall be determined
to be
reasonable by such judicial proceeding. The Employee acknowledges
that the
compensation and benefits granted to him by the Company under this
Agreement were determined, inter alia, in consideration for his
obligations under this Section
4.
|
5.
General
| 5.1 |
The
Employee shall bear all the taxes deriving from the rights and benefits
received by him pursuant hereto. It is hereby expressed that all
the
amounts specified in this contract are gross and statutory tax shall
be
deducted from them.
|
| 5.2 |
All
notices, requests, consents and other communications, required or
permitted to be given hereunder, shall be in writing and shall be
deemed
to have been duly given if delivered personally or sent by fax, or
mailed
first-class, postage prepaid, by registered or certified mail, to
the
addresses and fax numbers set forth in this Agreement (or to such
other
address and fax numbers as either party shall designate by notice
in
writing to the other in accordance herewith). Notices sent by fax
shall be
deemed to have been given upon transmission and electronic confirmation
of
receipt or (if transmitted and received on a non-business day) on
the
first business day following transmission and electronic confirmation
of
receipt, notices sent by mail shall be deemed to have been given
ninety-six (96) hours after
delivery.
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11
|
The
addresses of the parties hereto are as specified in the Special
Agreement.
|
|
5.3
|
This
Agreement is the entire agreement between the parties with respect
to the
subject matter hereof, and supersedes all prior understandings, agreements
and discussions between them, oral or
written.
|
I
have
carefully read this agreement and its appendices thereto, I have understood
the
contents, the terms and conditions included therein and undertake to perform
all
the thereof and I agree to the obligations therein.
|
Signature:
|
________________________________ | |
|
Employee’s
name:
|
________________________________ | |
|
Identity
number:
|
________________________________ | |
|
Date:
|
________________________________ |
12