EX-10.7
EMPLOYMENT AGREEMENT (GAR MAR-▇▇▇▇▇)
EMPLOYMENT AGREEMENT
Entered into and effective on July 3, 2006 (the "Effective Date")
By and between:
Andain Inc, a company duly incorporated under the laws of the state of
Nevada resident at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Company"); AND
Gai Mar-▇▇▇▇▇, an Israeli resident at ▇▇ ▇▇▇▇▇▇ ▇▇., Asseret, holder of
Israeli passport number _____________ (the "Employee").
WHEREAS:
(1) The Company desires to engage the services of the Employee as
Secretary and Treasurer of the Company; and
(2) The Employee desires to become so employed and he represents that
he possesses the knowledge, experience, connections and skills
suitable for the performance of his duties hereunder; and
(3) The Parties wish to record hereinbelow the terms and conditions of
such employment;
NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
1. Term
The Employee's employment hereunder shall have commenced on the
Effective Date and shall continue for an indefinite period, unless
and until terminated in accordance with the provisions of Sub-Article
14 below.
2. Title and Duties
2.1 The Company hereby engages the employment of the Employee and
the Employee accepts such engagement by the Company as Secretary and
Treasurer.
2.2 The Employee's duties shall include all the duties ordinarily
performed by persons holding the aforementioned position in a
business similar to the business of the Company and he shall perform
such duties and exercise such powers as may be assigned to him, from
time to time, by the Board of Directors of the Company (the "Board").
2.3 The Employee shall serve the Company faithfully and to the best
of his ability, devoting his entire time, attention, skills,
knowledge and experience, throughout the term of this Agreement,
exclusively to the business of the Company and shall use his best
endeavors to promote the business and interests of the Company to the
full satisfaction of the Board.
2.4 The Employee shall carry out and put into effect the policies
and decisions of the Board, and shall report to the Board in
connection therewith.
2.5 The Employee undertakes that during the continuance of his
employment with the Company he will not:
2.5.1 be engaged or concerned or interested, directly or
indirectly, in any other company or business, except those companies
and businesses specified in annex A to updated from time to time;
2.5.2 compete in any respect, directly or indirectly, with the
companies and businesses of the Company, or affiliated to the Company
except those companies and businesses specified in annex A to updated
from time to time;
2.5.3 unless instructed by the Company, to be employed, directly
or indirectly, with or without remuneration, in any business or
occupation except by the Company, except those companies and
businesses specified in annex A to updated from time to time;
2.5.4 receive from any third party that is related to the
business of the Company or which competes or may compete with the
Company, any undertaking, loan, gift or benefit, monetary or
otherwise.
2.6 The Employee has represented and hereby represents to the
Company that the execution, delivery and performance by the Employee
of this Agreement do not conflict with or result in a violation or
breach of, or constitute (with or without notice or lapse of time or
both) a default under any contract, agreement or understanding,
whether oral or written, to which the Employee is a party or of which
the Employee is or should be aware and that there are no
restrictions, covenants, agreements or limitations on his right or
ability to enter into and perform the terms of this Agreement, and
agrees to indemnify and save the Company harmless from any liability,
cost or expense, including attorney's fees, based upon or arising out
of any such restrictions, covenants, agreements, or limitations that
may be found to exist.
3. Personal Trust
Since the position of the Employee is one of special trust and
confidence, and the conditions of his employment do not allow a
proper control over his working hours, the Employee shall not be
granted any other compensation and/or payment other than expressly
specified herein. The Employee acknowledges that he may be required
to work "overtime" or during "weekly rest-hours" without being
entitled to "overtime compensation" or "weekly rest-hour
compensation", and he undertakes to comply with such requirements of
the Company, to the extent reasonably possible. The Employee
acknowledges that the compensation to which he is entitled pursuant
to this Agreement constitutes adequate compensation for his work
during "overtime" or "weekly rest-hours".
4. Compensation
4.1 The Company shall pay to the Employee, on or before the 9th day
of each calendar month, during the term of this Agreement, a gross
salary (the "Salary") as follows: (a) Ten Thousand ($10,000) dollars
per month with respect to the period commencing on the Effective Date
and terminating upon the earlier of: (i) January 1, 2007; (ii) the
end of the calendar month during which the Employee will desire to
convert the Employee due salaries to the Company shares at a share
price of ten ($0.10) cents (b) Fifteen Thousand ($15,000) dollars
with respect to the period commencing such conversion and upon
expiration of the period set forth in (a) above. (c) Twenty Thousand
($20,000) dollars with respect to the period starting on January 1st,
2008. The Salary, unless otherwise specifically provided herein, does
not include the employment-benefit payments provided by any
applicable law.
4.2 The Company shall review the Salary once a year, in light of the
Employee's performance during such year. For the sake of clarity,
nothing in the aforesaid shall be deemed or construed as imposing any
obligation on the Company to increase the Salary except the specified
in section 4.1 herein.
4.3 The Company may withhold, deduct and transfer to the applicable
authorities and/or institutions, out of the Employee's Salary and/or
any other benefits or payments due to the Employee pursuant to this
Agreement, any taxes and other payments, which the Company is
required so to do under any applicable law and under this Agreement.
Notwithstanding the aforesaid, any taxes payable with respect to the
use of the Company's car, pursuant to the terms of Section 5 below,
shall be grossed up by the Company.
4.4 Unless otherwise provided herein, the Salary and benefits
payable to the Employee under this Agreement shall be the full
compensation for all services the Employee may render to the Company
and the Employee shall not be entitled to any further or other
compensation and/or benefits, except for reimbursement of expenses
incurred by him in connection with his employment.
5. Company Car
The Employee shall be entitled to the full time use of a Company
owned car, as of this agreement or to fully reimburse the Employee
for any expances accured by his usage of his owned privet car. The
Company will reimburse the Employee all insurance policies,
registration fees, maintenance and operation expenses with respect to
such car, including gasoline, shall be borne and paid by the Company,
either directly or as reimbursement of any such expenses incurred by
the Employee. For the avoidance of any doubt, it is hereby agreed and
understood that the benefit under this Article 5 comes in lieu of all
commuting payments payable to the Employee under any applicable law,
and the Employee undertakes not to maintain or claim otherwise. The
Employee shall use the car in accordance with all applicable laws and
promptly pay any and all fines, charges and reports imposed on him
and/or the Company (by any municipality, police or court of law) with
respect to the use of the said car during the time it was in the
possession or under control of the Employee.
6. Recreation Payments
The Employee's entitlement to Recreation Payments, if any, shall be
determined in accordance with the relevant applicable laws.
7. Annual Vacation
The Company shall, during the term of this Agreement, allow the
Employee 30 working days vacation per annum. Such vacation shall be
taken in such periods and at such times as may be determined by the
Company.
8. Sick Leave
The Employee's entitlement to sickness leave, if any, shall be
determined in accordance with the relevant applicable laws.
9. Pension & Life Insurance
9.1 As of the Effective Date, the Company shall maintain a pension &
life insurance for the benefit of the Employee, which shall be issued
by the Company's insurance agent. The Employee shall be the owner of
said policy. Allocation to the said Managers Insurance shall be as follows:
9.1.1 the Company - a monthly sum equals to 15.83% of the Salary
(comprising of 5% pension; 2.5% loss of working ability and 8.33%
severance payment);
9.1.2 the Employee - 5% of the Salary.
9.2 The Employee agrees that the Company shall deduct said 5% of his
Salary for remittance to the said Managers Insurance.
9.3 The Company remittances to the Managers Insurance are in lieu of
severance payments remittances, which may be due, according to this
Agreement and/or any applicable law, to the Employee.
9.4 The Employee and the Company shall adopt the provisions of the
General Permit concerning payment of employers to pension fund and
insurance fund in lieu of severance payment in the form attached
hereto as Appendix "9.4" which is incorporated by reference hereto
and constitutes an integral part of this Agreement.
10. Advanced Study Fund
10.1 As of this agreement the Company shall maintain an Advanced
Study Fund for the benefit of the Employee. Allocation to the said
Advanced Study Fund shall be as follows:
10.1.1 the Company - a monthly sum equals to 7.5% of the Salary;
10.1.2 the Employee - 2.5% out of the Salary.
10. The Employee agrees that the Company shall deduct said 2.5% of
his Salary for remittance to the said Advanced Study Fund.
11. Severance Payments
The right of the Employee to receive severance payments shall be
subject to and determined in accordance with the provisions of this
Agreement and/or any applicable law. For the removal of any doubt,
severance payments due to the Employee, if any, will be computed on
the basis of the Salary only, to the exclusion of any other payments
and/or benefits to which the Employee may be entitled pursuant to
this Agreement.
12. Options
The Employee shall be entitled to receive an employee stock options
as part of the Company Employee Stock Option Plan ("ESOP") to
purchase shares in the Company, in accordance with the principles set
forth in Appendix "12" attached hereto. If required by the Company,
the Employee will enter into a comprehensive option agreement with
respect to said options in a form submitted by the Company, which
shall be based on the principles set forth in said Appendix "12".
13. Reimbursement
The Employee shall be entitled to receive full reimbursement of all
expenses related to the company and his assignment, including but not
limited to: communications, travel, hospitality, office supply, etc.
The reimbursement will be paid to the employee within 30 days after
the employee submits his expenses report to the company.
14. Assignment of Duty
Prior to the termination of the Employee's employment with the
Company, for whatever reason and howsoever occasioned, the Employee
shall transfer, in an orderly and efficient manner, his duty to the
person who will assume the Employee's position with the Company and
use his best efforts to assist the Company in the integration of said
person into the Company, and shall forthwith deliver to the Company
(without retaining copies thereof) all documents, information or
property of the Company, including the Company's owned car used by
him, within his possession or under his control (whether prepared by
him or not and whether or not the same were or were not originally
supplied by the Company)..
15. Termination
15.1 Termination Without Cause:
Either Party shall be entitled to terminate this Agreement,
at any time, for any reason, or for no reason, by giving
the other Party a notice in writing of not less than 180
days, provided however that during the first 180 days as of
the Effective Date, either party shall be entitled to
terminate this Agreement by giving the other Party a notice
in writing of at least 90 days. In the event of such
termination by the Company, the Company shall be entitled,
at its unfettered discretion, to require the Employee to
cease working during the aforementioned respective notice
period (the "Notice Period"), in which event the Company
shall pay to the Employee, for said Notice Period, a sum
equals to the Salary which would have been payable to him
(for the Notice Period) if he had been required to work
during said Notice Period. Participation in any stock
option plan or any other benefit program is not to be
regarded as assuring the Employee of continuing employment
for any particular period of time.
15.2 The termination of this Agreement pursuant to Sub-Articles 14.1
hereinabove will not prejudice any additional right and/or remedy
available to the Company pursuant to this Agreement and/or any
applicable law, nor shall it prejudice any right available to the
Company or effect any undertaking of the Employee, pursuant to any
provision hereof which survives, by the nature or contents thereof,
the termination of this Agreement, including, without limiting, the
undertakings of the Employee included in Article 16 hereinbelow (and
in the invention, confidentiality and non-competition agreement
mentioned therein) and the indemnity provisions hereof.
16. Confidentiality and Non-Competition
Concurrently with the signature hereof the Employee shall execute an
invention, confidentiality and non-competition agreement in the form
attached hereto as Appendix "15". Notwithstanding anything to the
contrary contained herein, if this Agreement is terminated or expires
by its terms, the provisions of this Article shall continue in full
force and effect.
17. Reasonable Terms
The Employee has carefully considered the nature and extent of the
restrictions upon him and the rights and remedies conferred upon the
Company under this Agreement, and hereby acknowledges and agrees that
the same are reasonable in time and territory, are designed to
eliminate competition which otherwise would be unfair to the Company,
do not stifle the inherent skill and experience of the Employee, are
fully required to protect the legitimate interests of the Company,
and do not confer a benefit upon the Company disproportionate to the
detriment of the Employee.
18. Miscellaneous
18.1 The terms and conditions herein contained, constitute the entire
and only agreements between the Parties hereto with respect to the
subject matter hereof and shall supersede all previous
communications, representations and/or agreements, either written or
oral, between the Parties in respect of such subject matter. Any
other general or specific agreements that the Company might have with
other employees of the Company, or any other customary terms, shall
not apply to the employment of the Employee hereunder. No
modification of said terms and conditions should be binding unless
agreed upon in writing and signed by the Parties.
18.2 The Parties hereto confirm that this is a personal service
agreement and that the relationship between the Parties hereto shall
not be subject to any general or special collective employment
agreement or any custom or practice of the Company in respect to any
of its other employees or contractors.
18.3 The rights and obligations of the Company under this Agreement
shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company.
18.4 Captions and paragraph headings used herein are for convenience
only and are not a part of this Agreement and shall not be used in
construing it.
18.5 The Company shall be entitled to assign or transfer this
Agreement in whole or in part to any entity, corporation or
partnership. The Employee shall not be entitled to assign or transfer
his rights and/or obligations pursuant to this Agreement, in whole or
in part.
18.6 All notices required under this Agreement shall be sent to the
addresses as appear at the preamble of this Agreement.
18.7 Any such notice or communication shall be deemed to have been
duly given at the time of delivery (if given by hand) or on the
fifth (5th) business day after posting (if given by registered mail).
18.8 This Agreement shall be governed non-exclusively by and
construed in accordance with the laws of the State of Nevada, without
giving effect to the rules of conflicts of laws thereof and the
parties hereby submit to the non-exclusive jurisdiction of the
competent courts of Reno, Nevada. Notwithstanding the aforesaid, any
party shall be entitled to resort to courts of competent jurisdiction
to apply for an injunction, or any equivalent remedy, in order to
restrain the breach of any restrictive covenants pursuant to this Agreement.
IN WITNESS WHEREOF this Agreement has been executed on the day and year
first above written.
ANDAIN INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
San ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
GAI MAR-▇▇▇▇▇
/s/ Gai Mar-▇▇▇▇▇