EXHIBIT 99.1
EMPLOYMENT AGREEMENT
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Made and entered into this 2th day of September 2009.
Between: FutureIT Inc. (or it's subsidiary), a company duly registered
and incorporated under the laws of the United State of
America , with principal offices at ▇ ▇▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇.▇ ▇▇▇▇, Lod 71520 (hereinafter the "Company");
On the first part;
And: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Israeli ID No of ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. rishon lezion, (hereinafter the "Employee").
On the second part
Whereas, the Company is engaged in the development, marketing, sale and
support of software products that provide easy-to-use
comprehensive database management and monitoring solutions for
small/ medium sized enterprises, or SMEs, and larger
enterprises, running different applications in a Microsoft
Structured Query Language, or SQL Server, environment,
versions 2000,2005 and 2008, supporting all editions as well
as Microsoft SQL Server Desktop Engine, or MSDE, and SQL
Express.
Whereas, the Employee has the experience, know-how and qualifications
to serve as a CFO of the Company (hereinafter "CFO"); and
Whereas, the Company has offered that the Employee undertakes
employment with the Company as its CFO and the Employee agrees
to be employed as such, all in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed by the parties as follows:
1. Preamble
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The Preamble to this Agreement forms an integral part thereof.
2. Employment
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The Company hereby employs the Employee, and the Employee hereby agrees to serve
as the Company's CFO. The Employee shall perform the duties, undertake the
responsibilities, and exercise the authority customarily performed, undertaken,
and exercised
2.1 Excluding periods of vacation and sick leave to which the Employee is
entitled hereunder, the Employee agrees to devote total attention,
full time, at his working hours, to the business and affairs of the
Company as required to discharge the responsibilities assigned to the
Employee hereunder. The Employee's duties shall be in the nature of
management
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duties that demand a special level of loyalty, and accordingly, the
Law of Work Hours and Rest - 1951 shall not apply to this Agreement.
During the term of this Agreement the Employee shall not be engaged in
any other employment, nor engage in any other business activities for
any other person, firm or company without the prior written consent of
the Company.
2.2 The Employee shall report to the C.E.O of the Company.
2.3 The Employee warrants that in view of his position, his agreement with
the Company is a personal agreement and this Agreement will
accordingly not be governed by any collective agreement and/or various
extension orders, unless expressly provided otherwise herein.
2.4 The term of employment under this Agreement shall commence on 2/9/09
(the "Effective Date").
3. Salary and Other Payments
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3.1 Base Salary
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3.1.1 The Company shall pay the Employee a monthly base salary of
13,000 NIS (hereinafter the "Base Salary") gross, payable each
month not later than the Ninth day of each month. At January
2010, the salary will raise to 14,000 NIS per month..
3.1.2 The Base Salary specified above includes remuneration for
working overtime and on days of rest, and the Employee shall not
be entitled to any further remuneration or payment whatsoever
other than the Base Salary, unless expressly specified in this
Agreement. The Employee acknowledges that the Salary to which he
is entitled pursuant to this Agreement constitutes due
consideration for him working overtime and on the weekly rest or
holidays.
4. Employee Benefits
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The Employee shall be entitled to the following benefits:
(i) Manager's Insurance. At the end of each month during the
employment of the employee hereunder, the Company will pay to an
insurance company of the Employee's choice as premium for
manager's insurance for the Employee, an amount equal to 13.3% of
the Base Salary together with up to 2.5% of the Base Salary for
disability, and will deduct from each payment of the Base Salary
and pay to such insurance company an amount equal to 5% of the
Base Salary, which shall constitute the Employee's contribution to
such premium.
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(ii) Keren Hishtalmut Fund. After 4 month from the Effective date, at
the end of each month during the employment of the Employee
hereunder, the Company will pay an amount equal to 7.5% (seven and
one-half percent) of the Base Salary to a Keren Hishtalmut Fund
designated by the Employee (the "Fund") ("the Company's Payment to
the Fund"), and will deduct from each payment of the Base Salary
and pay to such Fund an amount equal to 2.5% of the Base Salary,
which shall constitute the Employee's contribution to such Fund,
provided, however, that the Company's Payment to the Fund shall
not exceeds the maximum deductible amount permitted pursuant to
the applicable law.
(iii) Sick Leave. The Employee shall be entitled to fully paid sick
leave pursuant to the Sick Pay-Law - 1976.
(iv) Vacation. The Employee shall be entitled to an annual vacation
pursuant to the law but not less then 16 days a year after pre
coordination and receiving the Company's consent to the predicted
date for vacation..
(v) Dmey Havra'a The Employee shall be entitled to Dmey Havra'a as
provided in a Collective Bargaining Agreement to which the General
Labor Union of the Workers in Israel is a party regarding the
payment of Dmey Havra'a that is in force and effect.
(vi) Automobile During the term of this Agreement the Company shall,
provide the Employee with a car, group 2 .
The Company shall pay all costs associated with the operation and
maintenance of the car, whether fixed or variable, including,
fuel.
For the avoidance of doubt, it is hereby emphasized that the
Company shall not be obliged to pay any fines related to the use
of the Employee's automobile. Additionally, expenses related to
damages from accident, theft, etc. including insurance deductibles
and vehicle repair expenses are the sole responsibility of the
Employee.
The employee is responsible for cleaning the car, taking it for
tests, parking tickets, and filling in work forms for anyone who
the car is transferred to.
The employee must report all accidents he/she is involved in as
part of the insurance policy. The employee must fill in an
accident report in any incident.
1.1.1. In the work framework, the employee will receive a car (from hereon "the
car") and from thereafter the employee will be personally liable for all
infringements incurred during his/her tenure at the company. The employee
is personally responsible for all expenses incurred from accidents, fines,
reports etc. as a result of any offences caused by the car or usage of the
car including driving offenses and fines according to court judgments,
reports that fall on the
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car and/or driver and/or company under auspices of the owners or car rental
firm (in the case of a rented car).
1.1.2 The employee is responsible for cleaning the car, taking it for tests,
parking tickets, and filling in work forms for anyone who the car is
transferred to.
1.1.3 T employee is responsible for any damage caused to the car and/or for
expenses not covered by the policy, unless the insurer waives expenses
and/or a counter claim. The employee must be aware that failure to report
an incident can cause loss of coverage.
1.1.4 The employee is aware that he/she pays taxes on the car according to the
law.
1.1.5 The employee declares that h/she maintains a valid drivers license and
will undertake to drive according to the law and maintain safety procedures
required.
1.1.6 The employee must report all accidents he/she is involved in as part of
the insurance policy. The employee must fill in an accident report in any
incident.
(vii) Cellular Telephone During the term of this Agreement, the Company
shall provide the Employee with a cellular telephone. The Company will
provide the Employee with a monthly allowance of which the Company is
obligated to pay in cellular telephone expenses. Any expenses incurred
on the Employee's account beyond the Company's monthly allowance are
the sole responsibility of the Employee. (The monthly allowance for
using the phone in Israel and out of Israel is 250 NIS and for using
the phone abroad is 500 NIS).
5. Termination
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(a) Resignation. The Employee shall not resign from his position at the
Company without giving a prior written notice (the "Prior Notice") to
the Company at least 30 days prior to the date on which the Employee
plans to leave the employ of the Company.
(b) Cause. The Company may terminate the Employee's employment for Cause.
Termination for "Cause" shall be limited to: (i) conviction of the
Employee of a felony which in the Company's view is injurious to the
Company, or a crime constituting an act of moral turpitude; (ii)
Employee's embezzlement of funds of the Company; (iii) Employee's
willful disregard of lawful and proper instructions of the officers of
the company with respect to Employee's duties to the Company following
a notice stating the nature of such officers instruction; (iv) any
willful breach by the Employee of his fiduciary duties as an officer
of the Company pursuant to court decision.
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(c) Without Cause. The Company may terminate the Employee's employment
without cause, provided, however that the Employee is given a 30 days
written notice
6. Confidentiality; Proprietary Rights
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(a) Confidentiality. Employee recognizes and acknowledges that the systems
(including specifications, programs and documentation), the methods
and data, and the developments, designs, inventions, improvements,
trade secrets and works of authorship, which the Company, or any
employee thereof, owns, plans or develops (whether for its own use or
for use by its clients) are confidential and are the property of the
Company. All of these materials and information will be referred to
below as "Proprietary Information".
The Employee further recognizes and acknowledges that any discoveries,
developments, designs, inventions and improvements, directly or
indirectly related to the business of the Company or its clients
("Creations") made or acquired by him and whether or not made or
acquired by him in business hours or at the premises of the Company
and whether or not made or acquired with the assistance of material
supplied by the Company and whether or not made or acquired with the
assistance of material supplied by the Company and whether or not the
Employee shall have been requested by the Company to make or acquire
such Creations shall belong to the Company.
Upon request, the Employee will execute any instrument required to
vest in the Company complete title and ownership to such Creations,
and will at the request and expense of the Company execute any
necessary instrument to obtain legal protection in Israel and foreign
countries for such Creation and for the purposes of vesting title
thereto in the Company, all without any additional compensation of any
kind to the Employee.
(b) Non-Disclosure. Employee agrees that, except as directed by the
Company, he will not, during the term of this Agreement and for an
unlimited period of time thereafter disclose to any person or use,
directly or indirectly for Employee's own benefit or the benefit of
others, any Proprietary Information, or permit any person to examine
or make copies of any documents which may contain or be derived from
Proprietary Information.
The Employee shall not disclose the terms of this Agreement to any
person or entity within or outside the Company, except as may be
required by law.
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7. Competitive Activity
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The Employee undertakes not, directly or indirectly (whether as owner,
partner, consultant, employee or otherwise) at any time, during and for 2
years following the Commencement Date, to engage in any work or activity
that is competitive with the Company's activities or products actively
marketed or under active development by the Company, nor to solicit any
employee of the Company to resign from or otherwise leave the employment of
the Company.
As defined in this Article 8, the term "Commencement Date" shall mean the
date in which the Employee terminated his employment with the Company, or
the date in which the Employee ceases to be, directly or indirectly
(including holdings by a Family Member), an Interested Party at the
Company, whichever comes later. For the purpose of this Article 8 the terms
"Interested Party" and "Family Member" shall have the same meanings as such
terms are defined in Section 1 of the Israeli Securities Law, 1968.
8. Notice
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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. All notices and communications shall
be deemed to have been received on the date of delivery thereof, 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: ▇ ▇▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
The Employee: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
9. Miscellaneous
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9.1 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.
9.2 No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provisions
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.
9.3 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.
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10. Governing Law
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This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel.
11. Entire Agreement
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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.
12. Headings
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The headings of paragraphs are inserted for convenience and shall not
affect any interpretation of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.
The Company
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ The Employee
Title: Chairman & CEO
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