EXHIBIT 10.1
EMPLOYMENT AGREEMENT
Made and entered into this 1th day of December 2009.
Between: Future I.T. Ltd.
Of ▇ ▇▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.▇ ▇▇▇▇, Lod 71520
(hereinafter the "Company");
On the first part;
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And: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, I.D. No 27250117
Of 10 ▇▇▇▇▇ ▇▇'melech Street, Kiryat Uno
(hereinafter the "Officer").
On the second part
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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 Officer has the experience, know-how and qualifications to
serve as the CEO of the Company (hereinafter "CEO"); and
Whereas, the Company has offered that the Officer undertakes employment
with the Company as its CEO and the Officer 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 Officer, and the Officer hereby agrees to
serve as the Company's CEO. The Officer 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 Officer is
entitled hereunder, the Officer 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 Officer
hereunder. The Officer's duties shall be in the nature of management
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 Officer 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 Officer shall report to the CEO of FutureIT, Inc., the Company's
parent company ("FIT").
2.3 The Officer 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 1.12.09
(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 Officer a monthly base salary of
24,000 (Twenty Four Thousand) NIS (hereinafter the "Base Salary")
gross, payable each month not later than the Ninth day of each
month.
3.1.2 The Base Salary specified above includes remuneration for
working overtime and on days of rest, and the Officer shall not
be entitled to any further remuneration or payment whatsoever
other than the Base Salary, unless expressly specified in this
Agreement. The Officer 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. Officer Benefits
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The Officer shall be entitled to the following benefits:
4.1 Manager's Insurance. At the end of each month during the employment of
the Officer hereunder, the Company will pay to an insurance company of
the Officer's choice as premium for manager's insurance for the
Officer, 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 Officer's
contribution to such premium.
4.2 Sick Leave. The Officer shall be entitled to fully paid sick leave
pursuant to the Sick Pay-Law - 1976.
4.3 Vacation. The Officer shall be entitled to an annual vacation pursuant
to the law after pre coordination and receiving the Company's consent
to the predicted date for vacation..
4.4 Dmey Havra'a. The Officer 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.
4.5 Automobile During the term of this Agreement the Company shall,
provide the Officer with a car, group 4.
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
Officer's automobile. Additionally, expenses related to damages from
accident, theft, etc. including insurance deductibles and vehicle
repair expenses are the sole responsibility of the Officer.
The Officer shall be responsible for cleaning the car, taking it for
tests, parking tickets and filling in work forms for anyone the car is
transferred to.
The Officer must report all accidents he is involved in as part of the
insurance policy. The Officer must fill in an accident report of any
incident. The Officer shall be responsible for any damage caused to
the car and/or for expenses not covered by the insurance policy,
unless the insurer waives expenses and/or a counter claim. The Officer
is aware that failure to report an incident can cause loss of
coverage.
The Officer is aware that he must pay taxes regarding the use of the
car in accordance with the law.
The Officer hereby declares that he has a valid driver license and
undertakes to drive the car according to the law and maintain safety
procedures required.
4.6 Cellular Telephone During the term of this Agreement, the Company
shall provide the Officer with a cellular telephone. The Company will
provide the Officer with a monthly allowance of which the Company is
obligated to pay in cellular telephone expenses. Any expenses incurred
on the Officer's account beyond the Company's monthly allowance are
the sole responsibility of the Officer.
4.7 Option - The Officer shall be granted with options in FIT ("Options"),
subject to board approval, according with the Company's Officer stock
option plan. All terms and conditions regarding the issuance and
exercise, and exercise price including the vesting periods, of any
such options shall
be as provided for in the Company's' Officer stock option plan and a
separate option agreement to be executed between the Officer and the
Company.
5. Termination
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5.1 Without Cause. Either party may terminate the Officer's employment
without cause, provided, however that a sixty (60) days written notice
is given to the other party.
5.2 Cause. The Company may terminate the Officer's employment for Cause.
Termination for "Cause" shall be limited to: (i) conviction of the
Officer of a felony which in the Company's view is injurious to the
Company, or a crime constituting an act of moral turpitude; (ii)
Officer's embezzlement of funds of the Company; (iii) Officer's
willful disregard of lawful and proper instructions of the officers of
the company with respect to Officer's duties to the Company following
a notice stating the nature of such officers instruction; (iv) any
willful breach by the Officer of his fiduciary duties as an officer of
the Company pursuant to court decision.
6. Confidentiality; Proprietary Rights
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6.1 Confidentiality. Officer 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
Officer 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 Officer 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
Officer shall have been requested by the Company to make or acquire
such Creations shall belong to the Company.
Upon request, the Officer 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
Officer.
6.2 Non-Disclosure. Officer 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 Officer'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 Officer 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.
7. Competitive Activity
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The Officer undertakes not, directly or indirectly (whether as owner,
partner, consultant, Officer 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
Officer 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 Officer terminated his employment with the Company, or
the date in which the Officer 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.
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 Officer 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.
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 Officer has executed this Agreement as of the
day and year first above written.
The Company The Officer
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By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇▇▇▇▇▇
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Name: _________________
Title: Chairman of the Board