EMPLOYMENT AGREEMENT
WITH
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
AGREEMENT entered into as of March 11, 1997, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
residing at ________________________ (the "Employee") and TTR Inc. c/o TTR
Technologies Ltd. ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company" or "TTR").
W I T N E S S E T H
WHEREAS, the Company is in the business of developing and marketing
computer products ("Business"); and
WHEREAS, the Company desires to employ Employee initially as Chief
Financial Officer (CFO) of the Company.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment
With effect from the effective date (as defined in section 3), the
Company employs Employee and Employee accepts employment with the Company upon
the terms and conditions set forth herein.
2. Duties
2.1 TTR hereby engages Employee to serve as its Chief Financial Officer
("CFO"). The Employee's authority shall be subject to the authority of the
President or the Board of Directors of the Company.
2.2 Employee shall devote his full time and attention to the Business of
the Company and shall perform his duties diligently and promptly for the benefit
of the Company. Notwithstanding the above the Company acknowledges and agrees
that Employee may devote up to ten hours per month in rendering services to
American Corporate Services.
2.3 Employee shall report regularly and as requested to the President of
the Company. Employee shall pre-clear with the President of the Company all
activities.
2.4 The Employee shall further have such duties and responsibilities
commensurate with his position as may be assigned to him from time to time by
the President.
2.5 The Employee's services under this Agreement will be performed
primarily at the Company's United States office. The Parties acknowledge and
agree however that the
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nature of the Employee's duties hereunder will also require substantial domestic
and international travel.
3. Term
3.1 Employee's employment under this Agreement shall commence on March
11, 1997 (the "Effective Date") and shall end on the earlier of: (i) the death
or disability (as defined herein) of the Employee, (ii) termination of
Employee's employment with cause (as defined herein); (iii) termination by
either party without cause as provided in Section 3.4 hereof; (iv) one (1) year
from the date of this Agreement. After the expiration of such initial term
(other than for reasons set forth in clauses (i), (ii) and (iii)), this
Agreement shall automatically be renewed for additional one (1) year periods on
the same terms and conditions set forth herein (unless mutually agreed
otherwise).
3.2 For the purpose of this paragraph 3, "disability" shall mean any
physical or mental illness or injury as a result of which Employee remains
absent from work for a period of two (2) successive months, or an aggregate of
two (2) months in any twelve (12) month period. Disability shall occur at the
end of any such period.
3.3 For the purpose of this paragraph 3, "cause" shall exist if Employee
(i) breaches any of the material terms or conditions of this Agreement; (ii)
substantially fails to perform the Employee's areas of responsibility set forth
herein, (iii) engages in willful misconduct or acts in bad faith with respect to
the Company, in connection with and related to the employment hereunder, (iv) is
convicted of a felony, (v) fails to comply with the instructions of the
Company's President or Board of Directors in a manner materially detrimental to
the Company, provided that with respect to clauses (i), (ii) and (v), if
Employee has cured any such condition (that is reasonably susceptible to cure)
within 30 days following delivery of the advance notice (as defined herein) then
"cause" shall be deemed to not exist. For purposes of this Paragraph 3, "advance
notice" shall constitute a written notice delivered to Employee that sets forth
with particularity the facts and circumstances relied upon by the Company as the
basis for cause.
3.4 During the period commencing on the Effective date through the first
anniversary thereof, either Employee or Company may terminate this Agreement and
the employment hereunder without cause and for whatever reason upon furnishing
the other with thirty (30) days' advance written notice. Thereafter, during the
period up to the third (3rd) anniversary of the Effective Date, either party may
terminate this Agreement and the employment hereunder upon sixty (60) days
advance written notice to the other. For any period of employment hereunder
beyond the third anniversary of the effectiveness hereof, either party may
terminate this Agreement and the employment hereunder upon ninety (90) months
advance written notice to the other.
3.4.1. Notwithstanding the foregoing, the Company, in its sole
and absolute discretion, is entitled to make payment to Employee in lieu
of the notice period specified under Clause in this Section 3.4.
Additionally, it is hereby agreed that should the Employee be or become
entitled to severance pay under applicable law as a result of the
termination hereunder, the amounts payable hereunder shall be in lieu
thereof and in full and final substitution therefor.
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3.5 During the period following notice of termination by either party
for whatever reason, the Employee shall cooperate with the Company and use his
best efforts to assist the integration into the Company the person or persons
who will assume the Employee's responsibilities.
4. Compensation
4.1 During the term hereof, and subject to the performance of the
services required to be performed hereunder by Employee, the Company shall pay
to the Employee for all services rendered hereunder, as salary, payable not less
often than once per month and in accordance with the Company's normal and
reasonable payroll practices, a monthly gross amount of U.S. $5,000 (the "Gross
Salary").
4.2 The Board shall undertake an evaluation of the Employee's
performance from time to time and may increase the monthly Gross Salary or grant
a performance bonus if it should determine in its absolute discretion that such
increase or bonus is justifiable and appropriate. It is understood and agreed
that Employee's compensation hereunder will not be increased for at least the
first eighteen (18) months that this Agreement is in effect.
4.3 In addition to the Salary the Company agrees to provide the Employee
incentive compensation as set out below in Section 4.4 and shall provide the
Employee a health care plan in accordance with the Company's policies from time
to time.
4.4 Incentive Compensation.
Subject to the written approval of First Metropolitan Securities, Inc.
(the "Underwriter"), the Company shall issue to the Employee 50,000 shares of
Common Stock of the Company Such shares shall be held in escrow by ▇▇▇▇▇▇▇▇▇▇-
▇▇▇▇▇▇ Trustees Ltd. in accordance with the terms and conditions of the Escrow
Agreement attached hereto as Exhibit II.
4.5 The Employee shall devote his full time to the affairs of the
Company as required without any right or entitlement to additional or overtime
compensation except as expressly provided herein.
5. Expenses
Employee is authorized to incur reasonable and proper expenses for
promoting the Business of TTR including expenses for entertainment, travel,
lodging, and similar items. TTR will reimburse Employee promptly for all such
expenses upon presentation by Employee, of receipts or other appropriate
evidence of expenses.
6 Vacation
Employee shall be entitled to 15 working days of paid vacation during
each year that this Agreement is in affect, to be taken at times as agreed upon
by the parties.
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7. Development Rights
The Employee agrees and declares that all proprietary information
including but not limited to trade secrets, know-how, patents and other rights
in connection therewith developed by or with the contribution of Employee's
efforts during his employment with TTR shall be the sole property of ▇▇▇.
▇. Employee Representations
The Employee represents and warrants to TTR that the execution and
delivery of this Agreement and the fulfillment of the terms hereof (i) will not
constitute a breach of any agreement or other instrument to which he is party,
(ii) does not require the consent of any person, and (iii) shall not utilize
during the term of his employment any proprietary information of any third
party, including prior employers of the Employee.
9. Benefit & Assignment
This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns, including any subsidiary or affiliated
entity. The rights and obligations of the Employee under this Agreement may not
be assigned by him.
10. Entire Agreement
This Agreement constitutes the entire understanding and agreement
between the parties, and supersedes any and all prior discussions and agreements
and correspondence, and may not be amended or modified in any respect except by
a subsequent writing executed by both parties.
11. Confidentiality & Non-Competition
The Employee shall execute the attached Confidential Disclosure &
Non-Competition Agreement.
12. Notices
All notices or other communications required or desired to be sent to either
Party shall be in writing and shall be sent by hand or by Registered or
Certified mail, postage prepaid, return receipt requested, or sent by telegram
or facsimile to the address set forth in the Preamble to this Agreement or to
such other address as the recipient may designate by notice in accordance with
the provisions of this Clause.
Any such notice shall have been deemed to have been delivered if served by hand
when delivered, if by Registered or Certified Mail 48 hours after posting if
within the same country or 14 days if posted from another country, and by telex
or facsimile transmission when dispatched and receipt confirmed by recipient
party.
13. Severability:
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Any term or provision of this Agreement which is found by a court, tribunal or
arbitration panel to be invalid or unenforceable shall be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms or provisions of this Agreement or affecting
the validity or enforceability of any of the other terms or provisions of this
Agreement. In the event that any term or provision of this Agreement is found to
be unenforceable or ineffective, then the reviewing court, tribunal or
arbitration panel may modify such term or provision to the extent necessary to
render it enforceable and the parties agree to be bound by and perform this
Agreement as modified.
14. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly signed by
the date stated above.
TTR Inc.
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
AGREEMENT
AGREEMENT made this 6th day of May, 1997, between ▇▇▇▇▇ ▇▇▇▇▇▇, Israeli
Identity No.: 030203425, residing at ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
(hereinafter "▇▇▇▇▇ ▇▇▇▇▇▇") on the one hand, and TTR TECHNOLOGIES LTD., an
Israeli company with offices at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ("TTR Ltd.")
and TTR INC., a Delaware corporation with offices in New York, New York ("TTR
Inc."; TTR Ltd. and TTR Inc., collectively referred to as the "TTR Companies")
on the other hand.
W I T N E S S E T H
WHEREAS, disputes between ▇▇▇▇▇ ▇▇▇▇▇▇ and TTR Ltd. have arisen in
connection with the retention and termination of ▇▇▇▇▇ ▇▇▇▇▇▇ as a consultant to
TTR Ltd., which disputes have resulted in claims brought by ▇▇▇▇▇ ▇▇▇▇▇▇,
inter-alia, for breach of contract against the TTR Companies. ▇▇▇▇▇ Israel's
claims are fully set forth in Civil File ▇▇▇/▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ for Tel
Aviv-Jaffa and Summary Judgment File 32591/97a, Magistrate Court for Tel
Aviv-Jaffa (hereinafter, the "Lawsuit");
WHEREAS, each of the TTR Companies expressly denies each and every claim
and allegation set forth in the Lawsuit; and
WHEREAS, the parties desire to resolve all disputes between them;
Accordingly, the parties are entering into this Agreement.
NOW, THEREFORE, the parties agree hereafter as follows:
1. Consideration & Undertakings of the Parties
1.1 Consideration. In consideration of ▇▇▇▇▇ Israel's full and final
release of all claims, as set forth in the Lawsuit, the TTR Companies, jointly
and severally, agree to the following:
(i) within three (3) days after the due execution by the parties of this
Agreement, pay to ▇▇▇▇▇ ▇▇▇▇▇▇ the amount of NIS 38,000, plus VAT (at a
rate of 17%) (hereinafter, the "Back Fees"); and
(ii) issue to ▇▇▇▇▇ ▇▇▇▇▇▇ within ten (10) business days following the
effectiveness of this Agreement, 15,000 shares of the Common Stock, par
value $0.001, of TTR Inc. (hereinafter, the "Shares"). The parties agree
that for purposes of this Agreement, issuance of the Shares shall be
deemed to have fully and finally occurred upon presentation to ▇▇▇▇▇
▇▇▇▇▇▇ of the opinion of Aboudi & ▇▇▇▇▇▇▇▇▇▇, Law Offices, to the effect
that all actions necessary for the issuance of the Shares hereunder have
been completed.
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1.2 Other Undertakings of the TTR Companies.
(i) At any time that TTR Inc. proposes to register (including for this
purpose a registration effected by TTR Inc. for any of its existing
shareholders) any of its share capital or other securities under the
Securities Act of 1933 (hereinafter, the "Securities Act"), as amended,
the Company shall, at such time, cause to be registered under the Act
all of the Shares. TTR Inc. acknowledges that registration under this
Section 1.2(i) comprises a fundamental provision of this Agreement and,
accordingly, will use its best efforts to facilitate and expedite the
registration of the Shares.
(b) At any time following the 180th day after registration of the Shares
in accordance with the provisions of Section 1.2(i) and continuing for
three (3) business (trading) days thereafter, upon and subject to the
sale, transfer or other disposition of the Shares (or any part thereof)
in a bona-fide arms-length ordinary brokerage transaction in the
over-the-counter market (and not by way of a private sale) (hereinafter,
the "Share Disposition"), TTR Inc. will remit to ▇▇▇▇▇ ▇▇▇▇▇▇, at ▇▇▇▇▇
Israel's written request, an amount per Share, equal to the difference
between $15.50 and the actual gross consideration (the actual price at
which the trade is completed, as recorded by the broker) received by
▇▇▇▇▇ ▇▇▇▇▇▇ (or his designee) in connection with such Share
Disposition; PROVIDED, THAT, TTR Inc.'s, obligation under this
Sub-section 1.2(ii) shall terminate and be of no force or effect if at
any time after registration of the Shares as provided under Section
1.2(i) above, the per Share sale price at which TTR Inc.'s publicly
traded Common Stock trades in the over-the-counter market averages in
excess of $15.50 per Share for a two (2) consecutive day period;
PROVIDED, FURTHER, THAT, TTR Inc.'s obligation hereunder shall be
exercised, at the request of ▇▇▇▇▇ ▇▇▇▇▇▇ as herein provided, on only
one (1) occasion. In determining the average price at which TTR Inc.'s
publicly traded Common Stock trades in the over-the-counter market in a
given one (1) day period, the sale price per share of Common Stock
traded shall be multiplied by the number of shares traded at that price
(the product being the "Traded Dollar Amount per Transaction") for all
transactions, and the aggregate Dollar amount of all Traded Dollar
Amount per Transaction shall be divided by the total number of shares
traded on such day.
Notwithstanding anything to the contrary contained herein, TTR Inc.'s
obligation hereunder shall terminate and be of no further force or
effect with respect to any part of such Shares that are transferred,
sold or otherwise disposed of at any time after their issuance hereunder
and prior to the 180th day after registration of such Shares (under
Section 1.2(i) above).
1.3 Undertaking of ▇▇▇▇▇ ▇▇▇▇▇▇. Immediately upon the effectiveness of this
Agreement and the payment by the TTR Companies of the Back Fees, ▇▇▇▇▇ ▇▇▇▇▇▇
shall transfer to the Company a Philips CDD 2000, Plextor 4.5 speed external CD,
SCSI Card and cables.
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2. Mutual Releases. Upon the issuance of the Shares as in accordance with the
provisions of Section 1.1(ii) hereunder, ▇▇▇▇▇ ▇▇▇▇▇▇ does hereby absolutely and
unconditionally release and forever discharge each of the TTR Companies, their
respective officers, directors, employees, agents, attorneys, insurers,
successors and assigns from any claims, demands, rights and causes of action and
damages, whether liquidated or unliquidated, absolute or contingent, known or
unknown, arising prior to or concurrent with the date hereof, including
specifically, but without limiting the generality of the foregoing, any and all
claims ▇▇▇▇▇ ▇▇▇▇▇▇ could have asserted against the TTR Companies.
Upon the issuance of the Shares as in accordance with the provisions of
Section 1.1(ii) hereunder, each of the TTR Companies does hereby absolutely and
unconditionally release and forever discharge ▇▇▇▇▇ ▇▇▇▇▇▇, his heirs,
executors, beneficiaries, counsel and assigns from any claims, demands, rights
and causes of action and damages, whether liquidated or unliquidated, absolute
or contingent, known or unknown, arising prior to or concurrent with the date
hereof, including specifically, but without limiting the generality of the
foregoing, any and all claims the TTR Companies could have asserted against
▇▇▇▇▇ ▇▇▇▇▇▇.
3. Confidentiality. Each of ▇▇▇▇▇ ▇▇▇▇▇▇ and the TTR Companies hereby undertakes
(i) to keep confidential and (ii) not to disclose to any party - any and all
matters relating to this Agreement and the Lawsuit, unless required by
applicable law, the Act, the Securities Exchange Act of 1934, as amended, or
relevant regulations. ▇▇▇▇▇ ▇▇▇▇▇▇ acknowledges that this provision is
fundamental to the TTR Companies and that without it the TTR Companies would not
enter into this Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇ acknowledges that any actual or
threatened violation of this restriction set forth in this section 3 may cause
irreparable harm to the TTR Companies to which there may be no adequate legal
remedy in damages. In the event of an actual or threatened violation of the
foregoing restrictions, each of the TTR Companies and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be
entitled to temporary and permanent injunctive relief, in addition to any other
remedy available to it under applicable law.
4. Stipulation of Dismissal: Concurrently with the issuance of the Shares in
accordance with the provisions of Section 1.1(ii), the parties, through their
respective counsel, shall enter into and file with the District Court in Tel
Aviv-Jaffa, within twenty four (24) hours of the issuance of the Shares
hereunder, a dismissal of the Lawsuit with prejudice. However, the Court in Tel
Aviv-Jaffa shall expressly retain exclusive jurisdiction over the action for
purpose of enforcing this Agreement, but, unless a Party breaches this
Agreement, this Agreement shall not be filed with the Court.
5. Reliance and Complete Agreement. The parties acknowledge and agree that in
the execution of this Agreement, neither has relied upon any representation by
any party or attorney, except as expressly stated herein. Moreover, this
Agreement shall represent the complete and entire agreement between the parties,
to the exclusion of any and all other prior or concurrent terms, written or
oral.
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6. Modification. The terms of this Agreement may be modified only upon written
consent of the parties.
IN WITNESS WHEREOF, each of the parties has set forth his signature as
of the date first written above.
TTR LTD.
By: ________________
Title:
TTR INC.
By: _______________
Title:
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