PERSONAL EMPLOYMENT AGREEMENT
THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1 day of March, 2005 by and between GammaCan Ltd. (the "Company"), and
▇▇▇▇▇ ▇▇▇▇▇▇ (I.D. No. 23830060) of ▇▇ ▇▇'▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(the "Employee").
WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to
be employed by the Company, as of the Commencement Date (as such term is defined
hereunder); and
WHEREAS, the parties desire to state the terms and conditions of the Employee's
employment by the Company, as set forth below.
NOW, THEREFORE, in consideration of the mutual premises, covenants and other
agreements contained herein, the parties hereby agree as follows:
General
1. Position. The Employee shall serve in the position described in Exhibit A
attached hereto. In such position the Employee shall report regularly and shall
be subject to the direction and control of the Company's management, and
specifically under the direction of the person specified in Exhibit A. The
Employee shall perform her duties diligently, conscientiously and in furtherance
of the Company's best interests. The Employee agrees and undertakes to inform
the Company, immediately after becoming aware of any matter that may in any way
raise a conflict of interest between the Employee and the Company. During her
employment by the Company, the Employee shall not receive any payment,
compensation or benefit from any third party in connection, directly or
indirectly, with her position in the Company.
2. Part Time Employment. The Employee will be employed on a part time basis, and
shall devote to her employment with the Company not less than the scope of time
set forth in Exhibit A hereto. The Employee confirms and declares that her
position is one that requires a special measure of personal trust and loyalty;
accordingly, the provisions of the Hours of Work and Rest Law-1951 shall not
apply to him, and he shall not be entitled to any compensation other than the
compensation set forth in this Agreement for working more than the maximum
number of hours per week set forth in said law or any other applicable law.
3. Location. The Employee shall perform her duties hereunder at the Company's
facilities in Israel, but she understands and agrees that her position may
involve significant domestic and international travel.
4. Employee's Representations and Warranties. The Employee represents and
warrants that the execution and delivery of this Agreement and the fulfillment
of its terms: (i) will not constitute a default under or conflict with any
agreement or other instrument to which she is a party or by which she is bound;
and (ii) do not require the consent of any person or entity. Further, with
respect to any past engagement of the Employee with third parties and with
respect to any engagement of the Employee with any third party during the term
of her engagement with the Company (for purposes hereof, such third parties
shall be referred to as "Other Employers"), the Employee represents, warrants
and undertakes that: (a) her engagement with the Company is and/or will not be
in breach of any of her undertakings toward Other Employers, and (b) she will
not disclose to the Company, nor use, in provision of any services to the
Company, any proprietary or confidential information belonging to any Other
Employer.
Term of Employment
5. Term. The Employee's employment by the Company shall commence on the date set
forth in Exhibit A (the "Commencement Date"), and shall continue until it is
terminated pursuant to the terms set forth herein.
6. Termination at Will. Either party may terminate the employment relationship
hereunder at any time by giving the other party a prior written notice as set
forth in Exhibit A (the "Notice Period"). Notwithstanding the foregoing, the
Company is entitled to terminate this Agreement with immediate effect upon a
written notice to Employee and to pay the Employee a one time amount equal to
the Salary that would have been paid to the Employee during the Notice Period,
in lieu of such prior notice.
7. Termination for Cause. The Company may immediately terminate the employment
relationship for Cause, and such termination shall be effective as of the time
of notice of the same. "Cause" means (a) a serious breach of trust including but
not limited to theft, embezzlement, self-dealing, prohibited disclosure to
unauthorized persons or entities of confidential or proprietary information of
or relating to the Company or its affiliates and the engaging by the Employee in
any prohibited business competitive to the business of the Company; or (b) any
willful failure to perform or willful failure to perform competently any of the
Employee's fundamental functions or duties hereunder, or (c) any other cause
justifying termination or dismissal in circumstances in which the Company can
deny the Employee severance payment under applicable law.
8. Notice Period; End of Relations. During the period following notice of
termination by either party and unless otherwise determined by the Company in a
written notice to the Employee, the employment relationship hereunder shall
remain in full force and effect, the Employee shall be obligated to continue to
discharge and perform all of her duties and obligations with Company, and the
Employee shall cooperate with the Company and assist the Company with the
integration into the Company of the person who will assume the Employee's
responsibilities.
Covenants
9. Proprietary Information; Assignment of Inventions and Non-Competition. By
executing this Agreement the Employee confirms and agrees to the provisions of
the Company's Proprietary Information, Assignment of Inventions and
Non-Competition Agreement attached as Exhibit B hereto.
Salary; Insurance; Advanced Study Fund
10. Salary. The Company shall pay to the Employee as compensation for the
employment services an aggregate base salary in the amount set forth in Exhibit
A (the "Salary"). Except as specifically set forth herein, the Salary includes
any and all payments to which the Employee is entitled from the Company
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hereunder and under any applicable law, regulation or agreement. The Employee's
Salary and other terms of employment may be reviewed and updated by the
Company's management, from time to time, at the Company's discretion. The Salary
is to be paid to the Employee after deduction of applicable taxes and like
payments, including any payment by the Company pursuant to Section 11 hereunder.
11. Insurance and Social Benefits. The Company will insure the Employee under a
"Manager's Insurance Scheme" to be selected by the Employee and approved by the
Company (the "Insurance Scheme") as follows: (i) the Company will pay an amount
equal to 5% (five percent) of the Salary towards a fund for life insurance and
pension, and shall deduct an amount equal to 5% (five percent) of the Salary and
pay such amount towards the Insurance Scheme for the Employee's benefit; (ii)
the Company will pay an amount equal to 8 1/3% (eight percent and one third of a
percent) of the Salary towards the Insurance Scheme or other fund for severance
compensation selected by the Company; and, in addition (iii) the Company will
pay the required percentage but not more than 2.5% (two percent and one half of
a percent) of the Salary for a fund for the event of loss of working ability
("Ovdan Kosher Avoda"). Additionally, the Company together with the Employee
will maintain an advanced study fund ("Keren Hishtalmut") and the Employee and
the Company shall contribute to such fund an amount equal to 2.5% (two percent
and one half of a percent) of the Salary and 7.5% (seven percent and one half of
a percent) of the Salary, respectively. All of the Employee's aforementioned
contributions shall be transferred to the above referred to plans and funds by
the Company by deducting such amounts from each monthly Salary payment.
Notwithstanding anything to the contrary, neither party shall contribute nor
shall the Company deduct from each monthly Salary an amount greater than the
maximum amount exempt from tax payment under applicable laws.
All amounts deducted and paid by the Company in accordance with this Section
will be transferred to the Employee upon the termination of the Employee's
employment in any circumstances other than in circumstances in which the
Employee's entitlement to severance compensation may be denied by a court
decision or in accordance with any applicable collective agreement or any other
applicable law, rule or regulation, and the same shall constitute the full and
only compensation to be paid by the Company to the Employee in such
circumstances. The agreement set forth in this provision is in accordance with
Section 14 of the Severance Compensation Law, 1963, and in accordance with the
general approval of the Labor Minister dated June 9, 1998, promulgated under
said Section 14, a copy of which is attached hereby as Exhibit C.
Additional Benefits
12. Expenses. The Company will reimburse the Employee for business expenses
borne by the Employee, provided that such expenses were approved in advance by
the Company, and against valid invoices therefore furnished by the Employee to
the Company.
13. Vacation. The Employee shall be entitled to the number of vacation days per
year as set forth in Exhibit A, as coordinated with the Company.
14. Sick Leave; Convalescence Pay. The Employee shall be entitled to paid sick
leave pursuant to the applicable law and to Convalescence Pay ("Dmei Havra'a")
pursuant to applicable law.
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Miscellaneous
15. The laws of the State of Israel shall apply to this Agreement and the sole
and exclusive place of jurisdiction in any matter arising out of or in
connection with this Agreement shall be the Tel-Aviv Regional Labor Court. The
provisions of this Agreement are in lieu of the provisions of any collective
bargaining agreement, and therefore, no collective bargaining agreement shall
apply with respect to the relationship between the parties hereto (subject to
the applicable provisions of law). No failure, delay of forbearance of either
party in exercising any power or right hereunder shall in any way restrict or
diminish such party's rights and powers under this Agreement, or operate as a
waiver of any breach or nonperformance by either party of any terms of
conditions hereof. In the event it shall be determined under any applicable law
that a certain provision set forth in this Agreement is invalid or
unenforceable, such determination shall not affect the remaining provisions of
this Agreement unless the business purpose of this Agreement is substantially
frustrated thereby. The preface and exhibits to this Agreement constitute an
integral and indivisible part hereof. This Agreement constitutes the entire
understanding and agreement between the parties hereto, supersedes any and all
prior discussions, agreements and correspondence with regard to the subject
matter hereof, and may not be amended, modified or supplemented in any respect,
except by a subsequent writing executed by both parties hereto. The Employee
acknowledges and confirms that all terms of the Employee's employment are
personal and confidential, and undertake to keep such term in confidence and
refrain from disclosing such terms to any third party.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date first
hereinabove set forth.
GammaCan Ltd. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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By: /s/ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: CEO
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Exhibit A
To the Personal Employment Agreement by and between
GammaCan Ltd. and the Employee whose name is set forth herein
1. Name of Employee: ▇▇▇▇▇ ▇▇▇▇▇▇
2. ID No. of Employee: 23830060
3. Address of Employee: ▇▇ ▇▇'▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇
4. Position in the Company: VP Business Development
5. Under the Direct Direction of: The Company's CEO
6. Scope of Engagement: VP Business Development
7. Commencement Date: February 1, 2005
8. Notice Period: 30 days
US$ 4,000 payable in NIS in
accordance with the official rate of
exchange at the applicable payment
date. Employee is entitled to full
reimbursement of the cost of
international phone calls made
9. Salary: in connection with the Company's
matters and will dedicate an Israeli
operator for this purpose, that will
only be used for Company related
calls.
10. Part time employment: 50%. Equivalent to an average of at
least 20 weekly hours.
11. Vacation Days Per Year: 12 days ( part time ) annually.
Employee is not entitled to accrue
vacation across fiscal years and not
entitled to fiscal redemption of
unused vacation days.
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Exhibit B
To the Personal Employment Agreement by and between
GammaCan Ltd. and the Employee whose name is set forth herein
Name of Employee: ▇▇▇▇▇ ▇▇▇▇▇▇
ID No. of Employee: 23830060
General
1. Capitalized terms herein shall have the meanings ascribed to them in the
Agreement to which this Exhibit is attached (the "Agreement"). For
purposes of any undertaking of the Employee toward the Company, the term
Company shall also include any parent companies, subsidiaries and/or
affiliates of the Company. The Employee's obligations and representations
and the Company's rights under this Exhibit shall apply as of the
Commencement Date, regardless of the date of execution of the Agreement.
Confidentiality; Proprietary Information
2. "Proprietary Information" means confidential and proprietary information
concerning the business and financial activities of the Company, including
patents, patent applications, trademarks, copyrights and other
intellectual property, and information relating to the same, technologies
and products (actual or planned), know how, inventions, research and
development activities, inventions, trade secrets and industrial secrets,
and also confidential commercial information such as investments,
investors, employees, customers, suppliers, marketing plans, etc., all the
above - whether documentary, written, oral or computer generated.
Proprietary Information shall also include information of the same nature
which the Company may obtain or receive from third parties.
3. 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 Employee prior to
Employee's association with the Company, as evidenced by written records;
(ii) is or shall become part of the public knowledge except as a result of
the breach of the Agreement or this Exhibit by Employee; (iii) reflects
general skills and experience; or (iv) reflects information and data
generally known in the industries or trades in which the Company operates.
4. 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. In connection
with such duties, such information shall be deemed Proprietary Information
hereunder, mutatis mutandis.
5. Employee agrees that all Proprietary Information, and patents, trademarks,
copyrights and other intellectual property and ownership rights in
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connection therewith shall be the sole property of the Company its
subsidiaries and their assigns. At all times, both during the employment
relationship and after the termination of the engagement between the
parties, Employee will keep in confidence and trust all Proprietary
Information, and will not use or disclose any Proprietary Information or
anything relating to it without the written consent of the Company or its
subsidiaries, except as may be necessary in the ordinary course of
performing Employee's duties under the Agreement.
6. Upon termination of Employee's engagement with the Company, Employee will
promptly deliver to the Company all documents and materials of any nature
pertaining to Employee's engagement with the Company, and will not take
with her any documents or materials or copies thereof containing any
Proprietary Information.
7. Employee's undertakings set forth in Section 1 through Section 6 shall
remain in full force and effect after termination of the Agreement or any
renewal thereof.
Disclosure and Assignment of Inventions
8. "Inventions" means any and all inventions, improvements, designs,
concepts, techniques, methods, systems, processes, know how, computer
software programs, databases, mask works and trade secrets, whether or not
patentable, copyrightable or protectible as trade secrets; "Company
Inventions" means any Inventions that are made or conceived or first
reduced to practice or created by Employee, whether alone or jointly with
others, during the period of Employee's engagement with the Company, and
which are: (i) developed using equipment, supplies, facilities or
Proprietary Information of the Company, (ii) result from work performed by
Employee for the Company, or (iii) related to the field of business of the
Company, or to current or anticipated research and development.
9. Employee undertakes and covenants she will promptly disclose in confidence
to the Company all Inventions deemed as Company Inventions. The Employee
agrees and undertakes not to disclose to the Company any confidential
information of any third party and, in the framework of her employment by
the Company, not to make any use of any intellectual property rights of
any third party.
10. Employee hereby irrevocably transfers and assigns to the Company all
worldwide patents, patent applications, copyrights, mask works, trade
secrets and other intellectual property rights in any Company Invention,
and any and all moral rights that she may have in or with respect to any
Company Invention.
11. Employee agrees to assist the Company, at the Company's expense, in every
proper way to obtain for the Company and enforce patents, copyrights, mask
work rights, and other legal protections for the Company Inventions in any
and all countries. 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.
Such obligation shall continue beyond the termination of Employee's
engagement with the Company. Employee hereby irrevocably designates and
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appoints the Company and its authorized officers and agents as Employee's
agent and attorney in fact, coupled with an interest to act for and on
Employee's behalf and in Employee's stead to execute and file any document
needed to apply for or prosecute any patent, copyright, trademark, trade
secret, any applications regarding same or any other right or protection
relating to any Proprietary Information (including Company Inventions),
and to do all other lawfully permitted acts to further the prosecution and
issuance of patents, copyrights, trademarks, trade secrets or any other
right or protection relating to any Proprietary Information (including
Company Inventions), with the same legal force and effect as if executed
by Employee himself.
Non-Competition
12. In consideration of Employee's terms of employment hereunder, which
include special compensation for her undertakings under this Section 12
and the following Section 13, and in order to enable the Company to
effectively protect its Proprietary Information, Employee agrees and
undertakes that she will not, so long as the Agreement is in effect and
for a period of twelve (12) months following termination of the Agreement,
for any reason whatsoever, directly or indirectly, in any capacity
whatsoever, engage in, become financially interested in, be employed by,
or have any connection with any business or venture that is engaged in any
activities competing with the activities of the Company.
13. Employee agrees and undertakes that during the employment relationship and
for a period of twelve (12) months following termination of this
engagement for whatever reason, Employee will not, directly or indirectly,
including personally or in any business in which Employee may be an
officer, director or shareholder, solicit for employment any person who is
employed by the Company, or any person retained by the Company as a
consultant, advisor or the like who is subject to an undertaking towards
the Company to refrain from engagement in activities competing with the
activities of the Company (for purposes hereof, a "Consultant"), or was
retained as an employee or a Consultant during the six months preceding
termination of Employee's employment with the Company.
Reasonableness of Protective Covenants
14. Insofar as the protective covenants set forth in this Exhibit are
concerned, Employee specifically acknowledges, stipulates and agrees as
follows: (i) the protective covenants are reasonable and necessary to
protect the goodwill, property and Proprietary Information of the Company,
and the operations and business of the Company; and (ii) the time duration
of the protective covenants is reasonable and necessary to protect the
goodwill and the operations and business of Company, and does not impose a
greater restrain than is necessary to protect the goodwill or other
business interests of the Company. Nevertheless, if any of the
restrictions set forth in this Exhibit is found by a court having
jurisdiction to be unreasonable or overly-broad as to geographic area,
scope or time or to be otherwise unenforceable, the parties hereto intend
for the restrictions set forth in this Exhibit to be reformed, modified
and redefined by such court so as to be reasonable and enforceable and, as
so modified by such court, to be fully enforced.
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Remedies for Breach
15. Employee acknowledges that the legal remedies for breach of the provisions
of this Exhibit may be found inadequate and therefore agrees that, in
addition to all of the remedies available to Company in the event of a
breach or a threatened breach of any of such provisions, the Company may
also, in addition to any other remedies which may be available under
applicable law, obtain temporary, preliminary and permanent injunctions
against any and all such actions.
Intent of Parties
16. Employee recognizes and agrees: (i) that this Exhibit is necessary and
essential to protect the business of Company and to realize and derive all
the benefits, rights and expectations of conducting Company's business;
(ii) that the area and duration of the protective covenants contained
herein are in all things reasonable; and (iii) that good and valuable
consideration exists under the Agreement, for Employee's agreement to be
bound by the provisions of this Exhibit.
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