This Agreement constitutes an advance notice to the Employee
under the Notice to the Employee Law (Employment Terms), 2002
THIS EMPLOYMENT AGREEMENT (this Agreement dated as of April 23, 2018, is made and entered by and between 89bio Ltd., a company organized under the laws of the state of Israel, whose registered address is 89 Medinat HaYehudim St., Herzliya, Israel (the Company and Ram Waisbourd (the Employee).
WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to be employed by the Company, as of May 1, 2018 (the Commencement Date), subject to the terms and conditions set forth herein; and
WHEREAS, the parties hereto desire to state the terms and conditions of the Employees 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:
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The preamble to this agreement and its Exhibits constitute an integral part hereof.
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The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
|2. || |
Position. The Employee shall serve in the position described in Exhibit A attached hereto. In addition, the Employee may receive different tasks, from time to time, to correlate with Companys necessities.
|3. || |
Conscientious Discharge of Duties. The Employee shall perform and discharge his duties and obligations hereunder diligently, faithfully, conscientiously and in furtherance of the Companys best interests and its good name. The Employee agrees and undertakes to inform the Company immediately and without delay after becoming aware of any affair and/or matter that may in any way raise a conflict of interest between the Employee (or any member of Employees family) and the Company (including its affiliates) and/or the interests of the Company (including its affiliates), and to report and discuss problems that might prevent performing his tasks in an effective manner. During his employment by the Company, the Employee shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with the execution of the Employees position in the Company.
Use of Company Computers and Email Monitoring
|10. || |
During his employment with the Company and in connection therewith, the Employee may be provided with a personal computer station (Computer) and/or a laptop computer (Laptop) and a personal e-mail account and address (E-mail), each of which shall be deemed to be solely the property of the Company.
|11. || |
Employee shall not install and/or download any software or hardware on the Computer or Laptop or on any other computers in the Companys possession (i) unless the Company has sufficient and valid license; or (ii) unless prior written consent was given by the Company.
Term of Employment
|12. || |
Term. Subject to and contingent upon the fulfillment of the Precedent Conditions as specified above this Agreement shall become effective on the Commencement Date and shall continue until it is terminated pursuant to the terms set forth herein.
|13. || |
Termination at Will. Either party may terminate the employment relationship hereunder at its/his own discretion at any time, for any reason, by giving the other party a prior written notice as set forth in Exhibit A (the Notice Period).
|14. || |
Termination for Cause. Notwithstanding the aforesaid, in the event of Cause (as defined below) the Company shall be entitled to terminate this Agreement immediately and the employment relationship between the parties shall be deemed effectively terminated upon delivery of the Companys notice to that extent. The term Cause shall mean: (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 or the engaging by the Employee in any prohibited business competitive to the business of the Company or any of its affiliates or any other breach of the Employees obligations under Exhibit B; or (b) willful failure to perform any of the Employees fundamental functions or duties hereunder or the directives of the Employees superior; (c) any willful act or gross negligence of the Employee resulting in material loss to the Company or material damage to the reputation of the Company or any affiliates; or (d) any other cause justifying termination or dismissal in circumstances in which the Company can deny the Employee severance payment under applicable law.
|15. || |
Notice Period; End of Relations. During the Notice Period 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 his duties and obligations with Company, and the Employee shall cooperate with the Company and use his best efforts to assist the Company with the integration into the Companys organization of the person(s) who will assume the Employees responsibilities. Upon termination of Employees employment with the Company, for any reason whatsoever, the Employee shall be required to return to Company any properties, equipment, documents and any other materials of the Company (e.g., company car, cellular phone, Laptop, Computer, and/or any other equipment) which were provided (if provided) to his or which are otherwise in his possession. Employee shall have no (and hereby waives any) rights of lien with respect to any such properties, equipment, documents and materials of the Company.
|16. || |
Notwithstanding the provisions of Section 15 above to the contrary Company shall be entitled to waive Employees employment with Company during the Notice Period or any part thereof, at any time prior to the completion of the Notice Period. In the event Company waives Employees services with Company during the Notice Period as aforesaid, employer-employee relationship between the parties will come to an end forthwith or as of the effective date of such waiver (as applicable), and the Company shall pay the Employee a one-time amount equal to the Salary (including managers insurance, study fund, expenses, company car and all other benefits) that would have otherwise been paid to the Employee during the Notice Period or the remainder of the Notice Period in the event the termination becomes effective during the Notice Period, in lieu of such Notice Period, or part thereof.
|17. || |
Notwithstanding anything herein to the contrary, the provisions of the Proprietary Information, Assignment of Inventions and Non-Competition Agreement by and between the Company and the Employee (in the form attached hereto as Exhibit B) shall survive termination or expiration of this Agreement for any reason whatsoever.
Proprietary Information; Assignment of Inventions and Non-Competition
|18. || |
By executing this Agreement, the Employee confirms and agrees to the provisions of the Companys Proprietary Information Assignment of Inventions and Non-Competition Agreement attached as Exhibit B hereto.
Salary and Additional Compensation; Managers Insurance/Pension Fund
|19. || |
Base 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 Base Salary).
|20. || |
Global Overtime Remuneration. Since Both the Company and the Employee expect that the work load at the Company may require from time to time to extensive volume of working hours the Company will pay to the Employee on a monthly basis, in addition to the Base Salary and in consideration of an services that the Employee may render at overtime hours, a global gross amount as set forth in Exhibit A hereto (the Global Overtime Remuneration), which reflects full compensation for the amount of overtime hours which the Employee is expected to work per month. The Global Overtime Remuneration has been determined according to Companys knowledgeable estimation of the scope of overtime hours per month which the Employees position requires. The Base Salary together with the Global Overtime Remuneration shall constitute the Salary for purposes of this Agreement. Employee acknowledges and agrees that he shall not be allowed to provide work beyond the aforementioned scope of overtime hours, without receiving prior written consent from the Company to do so, and that he shall not be entitled to any form of salary or compensation, or any other rights or claims whatsoever, for any work performed beyond the aforementioned limited scope of hours, unless Employee has received prior written consent to perform such work beyond the aforementioned scope of overtime hours.
|21. || |
It is hereby agreed, that the Global Overtime Remuneration is and shall be a real and true supplement above and beyond the Employees Base Salary. However, without derogating from the nature of the Global Overtime Remuneration, the Salary (i.e. Base Salary together with the Global Overtime Remuneration) shall be taken into account as a basis for the purpose of calculating the Employees social entitlements and rights according to this Agreement including social benefits and severance payments. For the avoidance of any doubt no other payment right or benefit to which the Employee is entitled under the Agreement or by law shall be taken into account in such calculation. Except as specifically set forth herein the Salary includes any and all payments to which the Employee is entitled from the Company hereunder and under any applicable law regulation, extension order or agreement.
|22. || |
The Salary is to be paid to the Employee in accordance with the Companys normal and reasonable payroll practices no later than the 9th day of each calendar month after the month for which the Salary is paid, after deduction of applicable taxes and like payments
|23. || |
Recording of Hours. Per the requirements under applicable law, the Employee shall cooperate with the Company in maintaining a record of the number of hours of work performed, in accordance with the Companys policy and instructions.
|24. || |
It is hereby acknowledged and agreed, that an amount equal to 10% of the Salary is paid to the Employee as special compensation for any contributions and/or inventions that have been and/or shall be created, developed and/or conceived by the Employee, including, without limitations, service inventions as defined in the Israeli Patent Law, 5727-1967, (the Patent Law) (if and to the extent there are and/or will be any), for the assignment thereof to the Company, for any rights, benefits, royalties and other compensation, to the extent that they shall be awarded by a judicial body, including under Section 134 of the Patent Law or under the Copyright Law 5768-2007, in connection with such contributions and/or inventions, and for the Employees waiver of any moral rights, benefits, royalties and/or other compensation in connection therewith pursuant to Sections 7 to 15 of Exhibit B hereto.
|25. || |
Insurance Scheme and Social Benefits. The Company and the Employee will obtain and maintain managers insurance or a pension fund according to the Employees choice (the Insurance Scheme), as follows:
| ||25.1 || |
Should the Employee elect to obtain a managers insurance policy (the Managers Insurance): (i) Severancethe Company will pay an amount equal to 81⁄2% of the Salary; (ii) Pension and disability insurance at the rate required to insure 75% of the Employees Salarythe Company will pay an amount equal to 6 1⁄2% of the Salary. In any event the amount allocated to the pension component alone will not be less than 5% of the Salary. In the event that it will be necessary to increase the costs of the disability component so that the Employers contribution will exceed the amount of 61⁄2% of the Salary, the aggregate cost to the Company for purchasing the disability component together with the contributions towards the pension component, will not be greater than 7.5% of Salary. (iii) The Company will deduct from the Employees Salary a sum equal to 6% of the Salary as Employees contribution.
IN WITNESS WHEREOF, the parties have duly executed this Employment Agreement on the day and year set forth above.
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|/s/ Anat Naschitz || || || ||/s/ Ram Waisbourd|
|89bio Ltd. || || || ||Ram Waisbourd|