PERSONAL EMPLOYMENT AGREEMENT

Name & I.D. No:

1.     Position:

2.     Under Direction of:

3.     Commencement Date:

_________

4.     Notice Period:

90 days

5.     Rest Days:

Saturday

6.     Salary:

NIS 20,000

7.     Bonus:

as set forth in section 12 above

8.     Annual Vacation:

24 days

9.     Sick Days:

Pursuant to applicable law, however paid in full from first day

10.   Convalescence Pay:

10 days per year. Worth of every day pursuant to applicable extension order.

Name of Manager:

ID No. of Manager:

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 Manager toward the Company, the term Company shall include any subsidiaries, parent companies and affiliates of the Company. The Manager'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.

2.

 

2.1.

"Proprietary Information" means confidential and proprietary information concerning the business and financial activities of the Company, including, without limitation, 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.

 

2.2.

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 was known to Manager prior to Manager's association with the Company, as evidenced by written records or is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by Manager.

 

2.3.

Manager 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.

 

2.4.

Manager agrees that all Proprietary Information and other intellectual property and ownership rights in connection therewith shall be the sole property of the Company its subsidiaries, affiliates and their assignees. At all times, both during the employment relationship and after the termination of the engagement between the parties, Manager 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 or affiliates, except as may be necessary in the ordinary course of performing Manager's duties under the Agreement.

 

2.5.

Upon termination of Manager's employment with the Company or upon Company's first demand, Manager will promptly deliver to the Company all documents and materials of any nature pertaining to Manager's employment with the Company, and will not take with him any documents or materials or copies thereof containing any Proprietary Information.

 

2.6.

Manager'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.

3.

 

3.1.

"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 Manager, whether alone or jointly with others, during the period of Manager's employment with the Company, and which are: (i) developed using equipment, supplies, facilities or Proprietary Information of the Company, or (ii) result from work performed by Manager for the Company, or (iii) related to the field of business of the Company, or to current or anticipated research and development.

 

3.2.

Manager undertakes and covenants he will promptly disclose in confidence to the Company all Inventions deemed as Company Inventions. The Manager agrees and undertakes not to disclose to the Company any confidential information of any third party and, in the framework of his employment by the Company, not to make any use of any intellectual property rights of any third party.

 

3.3.

Manager 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 he may have in or with respect to any Company Invention.

 

3.4.

Manager 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. Manager 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 Manager's employment with the Company. Manager hereby irrevocably designates and appoints the Company and its authorized officers and agents as Manager's agent and attorney in fact, coupled with an interest to act for and on Manager's behalf and in Manager'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 Manager himself.

4.

 

4.1.

In consideration of Manager's terms of employment hereunder and in order to enable the Company to effectively protect its Proprietary Information, Manager agrees and undertakes that he 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 (not including having shareholdings of up to 1% of the issued and outstanding share capital of the relevant business), 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 in the territories of Israel and USA only (and the Manager shall be permitted to be engaged in any activity carried out in other countries even if such activity is similar to the Company’s fields of business).

 

4.2.

Manager agrees and undertakes that during the employment relationship and for a period of twelve (12) months following termination of this employment for whatever reason, Manager will not, directly or indirectly, including personally or in any business in which Manager may be an employee, officer, director or shareholder: (i) 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 Manager's employment with the Company, or (ii) solicit any client and/or any supplier of the Company or anyone who was a client and/or supplier of the Company during the six months preceding termination of Manager's employment with the Company.

5.

 

5.1.

Insofar as the protective covenants set forth in this Exhibit are concerned, Manager 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.

6.

 

6.1.

Manager 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.

7.

 

7.1.

Manager 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 Manager's agreement to be bound by the provisions of this Exhibit.

(1)

The Employer’s Payments –

 

(a)

to the Pension Fund are not less than 14 1/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays, for the sake of his employee, in addition thereto, payments to supplement severance pay to a severance pay provident fund or to an Insurance Fund in the employee’s name, in the amount of 2 1/3 % of the Exempt Salary. In the event that the employer has not paid the above mentioned 2 1/3% in addition to said 12%, his payments shall come in lieu of only 72% of the employee’s severance pay;

 

(b)

to the Insurance Fund are not less than one of the following:

 

(i)

13 1/3% of the Exempt Salary, provided that, in addition thereto, the employer pays, for the sake of his employee, payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount equivalent to the lower of either an amount required to secure at least 75% of the Exempt Salary or in an amount of 2 1/2% of the Exempt Salary (hereinafter: “Disability Insurance Payment”);

 

(ii)

11% of the Exempt Salary, if the employer paid, in addition, the Disability Insurance Parent; and in such case, the Employer’s Payments shall come in lieu of only 72% of the employee’s severance pay. In the event that the employer has made payments in the employee’s name, in addition to the foregoing payments, to a severance pay provident fund or to an Insurance Fund in the employee’s name, to supplement severance pay in an amount of 2 1/3% of the Exempt Salary, the Employer’s Payments shall come in lieu of 100% of the employee’s severance pay.

(2)

No later than three months from the commencement of the Employer’s Payment, a written agreement was executed between the employer and the employee, which includes:

 

(a)

the employee’s consent to an arrangement pursuant to this approval, in an agreement specifying the Employer’s Payments, the Pension Fund and the Insurance Fund, as the case may be; said agreement shall also incorporate the text of this approval;

 

(b)

an advance waiver by the employer of any right which he may have to a refund of monies from his payments, except in cases in which the employee’s right to severance pay was denied by a final judgment pursuant to Sections 16 or 17 of the Law, and in such a case or in cases in which the employee withdrew monies from the Pension Fund or Insurance Fund, other than by reason of an entitling event; for these purposes an “Entitling Event” means death, disability or retirement at or after the age of 60.

(3)

This approval shall not derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or employment agreement with respect to compensation in excess of the Exempt Salary.