Exhibit 10.21
Entered into and signed
in Lod on December 19, 2006
| Between: |
▇▇▇▇▇▇
▇▇▇▇▇▇ I.D. 032051302 |
| |
Address 17
Shprinzak, Tel Aviv |
(the "Employee")
| and: |
Future
I.T. Ltd. Private Company ▇▇-▇▇▇▇▇▇-▇
4 Hamelacha, Northern Industrial
Area, Lod |
(the "Company")
| Whereas |
the
Company offered the Employee to be employed thereby as a full time salaried
employee; and |
| Whereas |
the
Employee accepted the offer; and |
| Whereas |
the
parties wish to regulate their mutual rights and obligations in connection
therewith; |
Therefore, it has been
agreed and stipulated
by and between the
parties as follows:
| 1. |
The
preamble above constitutes an integral part of the agreement. |
| 2. |
The
date of commencement of work: September 1, 2005. |
| 3. |
Scope
of the position: Full time position – 5 days in a week. |
| |
Working
hours: Senior employee and/or an employee in a fiduciary position, and based on an
undertaking to perform the work irrespective of the working hours component. |
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| 4. |
Employee’s
Function: CEO of the Company. |
| 5. |
Terms
of Compensation: |
| |
Base
salary – NIS 21,000 gross, beginning in January 2007. |
| |
The
Employee’s salary shall be paid to the Employee at the end of each month of his
employment, no later than the 10th day of the following month. |
| |
In
addition, the following bonus components exist: |
| |
a. |
NIS
9,000 quarterly bonus to be paid in the last salary of each quarter, i.e. in
the salaries of: March, June, September, December. |
| |
b. |
Annual
bonus at a minimum rate of two monthly salaries to be paid at the end of
December each year. |
| 6. |
Leave - The Employee shall be entitled to a leave in the period that is determined according
to the law, but no less than 16 days in a year, and after coordination in
advance and receipt of the Company's consent to the anticipated date of
commencement of the leave. Unutilized leave cannot be accrued or redeemed
other than with the Company's prior written consent. |
| 7. |
Mobile
Telephone: A mobile telephone shall be made available to the Employee but the
Company shall bear a part of the telephone's expenses in the sum which shall
be updated by the Company from time to time (the "Company's Participation in
the Use of the Mobile Telephone"). Any sum exceeding the Company's
Participation in the Use of the Mobile Telephone shall be paid by the
Employee, and it is agreed that the same shall be deducted from the
Employee's salary in the context of non-mandatory deductions. Any and all
debts which the Employee will accumulate, if any, due to the use of the Mobile
Telephone, shall be deducted from any sum due to the Employee from the Company.
The Employee confirms that he shall bear the payment of the taxes which apply
due to the imputation of the component of the telephone benefit in his salary. |
| 8. |
Sick
Pay - According to the law; Convalescence Pay - According to the law; |
| 9. |
Advance
Notice - Subject to the fulfillment of the Employee's obligation to train his
replacement for such period of time as shall be required by the trainee or the
Company's Board of Directors, the Employee shall be entitled to 60 days
of advance notice with full compensation (and all the accompanying
benefits according to this agreement) without the employee working in the
Company in the advance notice period. |
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| 10. |
Car
- The Company shall allot a Car to the Employee whose current expenses shall be
borne by the Company, however, the Employee is responsible for accident
damage and/or traffic violations, parking tickets etc. in the entire
period of the agreement and/or the period of possession of the car by the
Employee, whichever is later between the two. In the event that a car will not
be allotted, travel expenses shall be paid according to the law. |
| |
11.1. |
From
the date of commencement of the Employee's employment and subject to the directives to
be determined from time to time by the Income Tax Commission,
and according to the permitted deduction cap, the Company shall
remit to the insurance company of its choice, in the context of
managers' insurance for the Employee, a sum that is equal to 13.33%
of the total salary (excluding car allowance, per diems and telephone expenses)
due , and the Employee shall remit at his expense a sum equal to
5% of the total salary (excluding car allowance, per diems, bonuses,
overtime and telephone expenses) due to his share in the insurance. |
| |
11.2. |
In
the event that the Employee has an existing managers' insurance policy, the Company
shall bear the above remittances to the credit of the existing
policy, subject to that the employer's remittances shall not exceed
13.33%: 8.33% for severance pay and 5% for the employer's provident
payments. |
| |
11.3. |
The
Employee hereby agrees to a deduction of 5% as aforesaid from his salary for the
purpose of the managers' insurance policy. |
| |
11.4. |
The
Company undertakes to transfer the Employee's share and its share as aforesaid each
month on a current basis to the managers' insurance policy. |
| |
11.5. |
The
Company shall remit up to an additional 2.5% from the Employee's salary for the
loss of working capacity component in the above managers' insurance
policy. |
| |
11.6. |
The
Company's payments according to this section shall be in accordance with Section 14 of
the Severance Pay Law and performance of the payments by the
Company shall fully and finally exhaust the Employee's rights for
severance pay according to any law. In the event of termination or
resignation - the Employee shall only be entitled to payments
according to the managers' insurance policy and under the terms
determined in the managers' insurance policy. |
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| |
11.7. |
The
Employee hereby agrees to the arrangement as specified in this Section which is
compatible , inter alia, with the general approval pertaining to
employers' payments to a pension fund and to an insurance fund,
published in Official Gazette 4659 dated June 9, 1968. |
| |
12.1. |
The
Employee shall dedicate his entire time, work capacity and energy for the benefit of
the Company's affairs. |
| |
12.2. |
The
Employee shall have no bearing on matters which involve the generation of personal
benefit, competition or prejudice or conflict of interests with the
Company's affairs, and is subject a duty to immediately report any
such case. |
| |
12.3. |
So
long as this agreement is effective, the Employee shall not be entitled to undertake
any other employment. other than past clients in the field of
finances according to the attached list marked as Annex A and
constituting an integral part of the agreement as well as lectures
which the Employee gives from time to time, all subject to that the
dates of the lectures shall have been coordinated in advance and
that nothing in providing the above services and/or lectures
prejudices the functioning of the Employee or his availability at
his work as CEO of the Company. |
| |
12.4. |
The
Employee undertakes that in the period of this agreement and also after the expiry of
its effect, he shall not disclose to any person and/or body any
matter pertaining to commercial secrets of the Company or
subsidiaries or any information with regard to the business and
affairs of the Company and the subsidiaries. The aforesaid shall not
apply to matters which the Employee is required to disclose for
purposes of the current work, for its benefit and in the context of
the business thereof. |
| |
12.5. |
It
is hereby clarified that all the information which reaches the Employee in the
course of this employment with the Company is the Company's
property only, and it is hereby clarified that the Employee is not
entitled to make any use thereof other than for purposes of his
employment with the Company and during the period of his employment
with the Company alone. |
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| |
12.6. |
For
purposes of this agreement and with regard to the employment of the Employee with
the Company, the terms of a general and/or special collective
bargaining agreement shall not apply to the Employee and the Company. |
| |
12.7. |
The
Company is entitled to require the Employee to undergo the polygraph examinations from
time to time, in matters connected with his employment and this
contract, and the Employee undertakes to undergo the required
examinations whenever he shall be so required. It is hereby
explicitly agreed that in any case that the findings of the polygraph will
teach of answers that are untrue, the Company shall be entitled
to terminate the Employee. |
| |
12.8. |
Considering
that the Employee is employed according to this agreement in a position requiring a
special degree of personal trust, the provisions of the Hours of
Work and Rest Law, 5711-1951, or any law which will amend or replace
the same (the "Rest Law") do not apply to the Employee and his
employment with the Company and he shall not be entitled to payments
according to the Rest Law. For the avoidance of doubt it is hereby
clarified that the Employee's salary was so determined so that it
already includes in it a component of all the payments that would
have been due to the Employee if the provisions of the Rest Law did
apply to him. |
| |
12.9.1. |
In
the context of his employment, a car shall be made available to the Employee (the
"Car") and therefore the Employee shall be personally
responsible for any and all violations which will be
performed in the car in the entire period of his
employment with the Company. The Employee is personally
responsible for all the consequences and the expenses,
fines, tickets etc. deriving from any violation which will
be performed by the Car and/or following the use of the Car,
including payment of traffic tickets, fines, payments according to a
judgment, judgments which will be imposed, if any, on
the Car and/or the driver and/or the Company by virtue of
its being the owner and/or renter of the Car (in the case of
a Car which is rented by the Company). |
| |
12.9.2. |
The
Employee is responsible for the cleanliness of the Car, for making it available for
tests, for the presence of parking vouchers in the Car,
and for the filling in of the Car's work card either by
himself or by anyone to whom he will deliver the Car. |
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| |
12.9.3. |
The
Employee is responsible for all the damage which will be caused to the Car and/or a
third party insofar as the Company's insurance policy will
not cover such payments for any reason whatsoever and he
waives any demand and/or claim from the Company in such
case. The Employee is aware that failure to notify of an
accident may entail lack of insurance coverage. |
| |
12.9.4. |
The
Employee knows that the taxes imposed on the Employee due to the value of the use of
the Car according to law shall be borne by him. |
| |
12.9.5. |
The
Employee hereby confirms that he holds a valid drivers' license for a private vehicle
and hereby undertakes to drive and use the Car
according to all traffic regulations and road safety rules. |
| |
12.9.6. |
The
Employee is obligated to inform the Company of any accident in which the Car was
involved as a condition for the applicability of the
insurance policy which applies to the Car. The Employee
undertakes to fill in an accident report in any case that
the Car is involved in an accident. |
| 13. |
It
is hereby explicitly agreed that in any case of a breach of trust, a breach
of the Employee's undertaking in Section 12.2 and 12.4 above, the filing of an
indictment against the Employee and/or a criminal conviction against the
Employee, the employee shall be immediately terminated. In any case in which
the offenses will be against the employer, the Employee shall be terminated
and the Company shall be exempt from payment of severance pay to the Employee
until such time as a judgment acquitting the Employee from any charge shall be
issued. |
| |
Throughout
the entire term of the agreement and/or employment, the Employee shall not receive any
payment or other benefit from any third party in direct or indirect connection with his
employment. A breach of this provision shall be deemed as the breach of a fundamental term
of this agreement, which entitles the employer to immediately terminate the agreement
without payment of severance pay. In addition, the Employee shall be obligated to
reimburse any sum or benefit which shall have been received by him as aforesaid. |
| 15. |
The
parties agree that this agreement expresses the full agreement between the Employee and
the Company. Any modification of this agreement shall be binding only if
the same shall be performed in writing and in advance and with the signature
of the parties. |
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In witness whereof,
the parties have hereto set their hands:
|
|
| [Stamp of Future I.T. Ltd.] |
|
| (-) |
(-) |
| The Company |
The Employee |
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