Exhibit 4.4
Exhibit 4.4 - Basson Employment Agmt
PERSONAL WORK AGREEMENT
drawn up and signed in Tel Aviv on JULY 28 1997
between:
Name: SUPERCOM LTD.
Private Company: 511307704
Address: 25 INDUSTRIAL AREA, KFAR SABA
(hereinafter: the "Company")
OF THE FIRST PART
and:
Name: ▇▇▇ ▇▇▇▇▇▇
ID: 5644214/8
Address: ▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
(hereinafter: the "Employee")
OF THE SECOND PART
Whereas: the Company is interested in employing the Employee in the position
of vice president in the Company in accordance with the terms of
this agreement as detailed below; and
whereas: the Employee declares that he has the abilities, skills and
experience required to carry out the position and has expressed his
agreement to serve in the above position, all in accordance with the
terms of this agreement as detailed below;
THEREFORE IT IS STIPULATED, DECLARED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. The preamble to this agreement is an integral part thereof.
2. PERIOD OF THE AGREEMENT
The Company undertakes to employ the Employee in the position of vice
president in the Company as of August 1 1997 (hereinafter: the "Agreement
Period"), and the Employee undertakes to carry out this position during
the Agreement Period.
3. PARTICULAR AGREEMENT
This agreement is personal and particular and regulates relations between
the Company and the Employee, and exclusively determines the terms of
employment of the Employee by the Company. Therefore the general and/or
special collective agreements, with all their related appendices, and the
other agreements made from time to time between the employers and the
General Labor Federation and/or agreements between the Company and any of
its employees do not apply to the Employee.
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Exhibit 4.4 - Basson Employment Agmt
4. DUTIES AND AUTHORITY
The Employee's authority and duties as a vice president in the Company
shall be in accordance with the instructions and guidelines of the
Company's CEO, as given from time to time.
5. SCOPE OF THE POSITION
5.1 The Employee undertakes to carry out his duties in any place in
Israel or abroad as required by the position.
5.2 The Employee undertakes to work the hours required by his position,
including overtime, and to appear wherever required in order to
carry out his duties.
6. PERSONAL TRUST
6.1 The Employee undertakes to carry out his duties with dedication and
loyalty, to use all his abilities, knowledge and experience to the
benefit of the Company.
6.2 During the period of his employment by the Company, the Employee
shall not be entitled to engage in any additional work, with or
without pay, of any kind whatsoever without receiving advance
written authorization by the CEO of the Company.
6.3 The Employee undertakes to inform the Company, immediately and
without delay, of any matter or issue regarding which he has a
personal interest and/or which are liable to create a conflict of
interests with his position in the Company.
6.4 The Employee's position is one of the positions requiring a special
degree of personal trust, as defined in the Work and Rest Hours Law
1951, and therefore the instructions of this Law shall not apply to
him.
7. SALARY
7.1 For his work in the Company, the Company shall pay the Employee a
gross salary of NIS 20,000 per month.
7.2 The salary as stated in subsection 7.1 is gross and includes all the
additions paid from time to time to all salaries in the economy, as
well as any country-wide and/or plant bonus. The salary also
includes payment for overtime work and work on rest days or
holidays, and the Employee shall not be entitled to receive any
additional payment of any kind whatsoever beyond the salary and/or
benefits, unless explicitly stated in this agreement.
7.3 The salary shall be linked to the cost of living increments
customary in the economy.
7.4 The salary shall be paid for five working days a week.
7.5 The Employee shall be entitled to a 13th salary at the rate of one
monthly salary, to be paid for the month of December in each working
year. In the first working year, the proportionate amount shall be
paid.
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Exhibit 4.4 - Basson Employment Agmt
8. ANNUAL VACATION, CONVALESCENCE AND SICK LEAVE (24 DAYS)
8.1 The Employee shall be entitled to paid annual leave, convalescence
pay and sick leave, according to the provisions of the law.
8.2 The Employee shall inform the Company 30 days in advance of his
intention to take annual leave. Should the Employee wish to utilize
his annual leave in a number of short periods, he shall give notice
of his intention at least four days before taking each such period
of leave.
In any event, the Employee shall not take leave without receiving
advance authorization from the qualified authorities in the Company.
9. SENIOR EMPLOYEES INSURANCE
9.1 During the period that this agreement is in force, the Company shall
make provisions to an insurance company for Senior Employees
Insurance in the amount of 13.3% of the salary (comprising 5%
pension, 8? % severance pay). In addition, the Company shall deduct
and make provisions to the insurance company from the Employee's
salary in the amount of 5% and the Employee agrees that the Company
shall deduct this 5%.
9.2 Said payments in subsection 9.1 above shall be instead of severance
compensation under the Severance Pay Law 1963. This section is in
accordance with Article 14 of the Severance Pay Law.
9.3 The Company shall be the owner of the policy, and the beneficiary
shall be the Employee.
9.4 THE EMPLOYEE SHALL ENTITLED TO 2.5% AT THE END OF EACH MONTH.
10. PERSONAL VEHICLE
10.1 The Company shall provide the Employee with a suitable car for the
purpose of carrying out his duties, at the Company's discretion. The
Company shall bear all the expenses involved in use and maintenance
of the car. THE CAR SHALL HAVE A CAPACITY OF 1600 CC.
10.2 The Employee shall be responsible for all traffic fines incurred by
him and shall not be entitled to reimbursement.
10.3 The value of use of the car shall be credited to the Employee's
salary as required by law.
11. TERMINATION OF THE AGREEMENT
11.1 Notwithstanding that stated above, each of the parties may terminate
this agreement by notifying the other party in writing at least
THREE months in advance.
11.2 In addition to that stated in subsection 10.1 above, the Company
shall be entitled to terminate this agreement with two weeks advance
notice in the following cases:
11.2.1 If the Employee has breached this agreement and not
corrected the breach immediately.
11.2.2 If the Employee has been charged or investigated in respect
of a dishonorable crime.
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Exhibit 4.4 - Basson Employment Agmt
12. HANDING OVER THE POSITION
The Employee undertakes that at the end and/or on termination of his
employment by the Company, he shall return to the Company the car he has
received, and shall hand over the position in an orderly manner, and shall
give the Company all documents, information and other material that he has
obtained or prepared in connection with his work before the end and/or
termination of his employment by the Company.
13. CONFIDENTIALITY
13.1 Throughout the period of his employment and thereafter, the Employee
undertakes not to reveal and/or transfer to any other person and/or
entity outside the Company any information about the Company or
information that he has obtained in the framework of his work for
the Company and/or in connection with the Company which is not in
the public domain. The Employee undertakes to maintain
confidentiality in everything regarding the Company's business and
affairs and not harm in any way whatsoever the reputation of the
Company and/or its client base.
13.2 Any invention or idea discovered by the Employee during the period
of his employment by the Company and relating to the Company's
sphere of business shall be considered to be the property of the
Company and shall belong to it, and the Company shall be entitled to
act as it wishes and to register the invention or idea in its name.
13.3 That stated above in this section is in addition to the Employee's
undertakings in the separate Declaration of Confidentiality which
the Employee undertakes to sign.
14. NON-COMPETITION
14.1 The Employee undertakes that at the end and/or on termination of his
employment by the Company and for a period of two years thereafter
he shall not engage and/or participate and shall not take up a
position in any manner whatsoever, directly or indirectly, in any
competing business as stated above.
That stated above shall apply to the Employee alone, together with
another or other people, or another company, or any other entity
managing or which shall manage a business similar to that of the
Company.
14.2 Furthermore, the Employee undertakes that at the end and/or on
termination of his employment by the Company and for a period of two
years thereafter he shall not approach the Company's clients or
receive from the Company's clients or any other person, company or
entity any position, order, proposal, work and/or business in which
the Company was already engaged at the time or intended to engage in
the future.
15. WAIVER OR PRECEDENT
Should either party to this agreement waive any right due to him under
this agreement, this shall not constitute a precedent with regard to
another identical case and no analogy shall be derived therefrom with
regard to another similar
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Exhibit 4.4 - Basson Employment Agmt
case, and neither party shall be prevented from retracting and realizing
any right waived as stated above.
16. VALIDITY OF PREVIOUS AGREEMENTS
This agreement replaces any previous written or verbal agreement between
the Company and the Employee.
17. CHANGE, CANCELLATION
Any change and/or cancellation of any section of this agreement shall be
made only in a written document which shall be signed by both parties.
18. NOTIFICATION
The address of the parties to this agreement are as stated in the
preamble. Any notification sent by registered mail to the other party at
the said address shall be considered to have been received by the
addressee three days after its delivery at the Post Office, and if
delivered by hand, at the time of delivery.
IN WITNESS WHEREOF THE PARTIES AFFIX THEIR SIGNATURE:
(-) (-)
The Company The Employee
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