Employment Agreement, dated May 11, 2023, between Stratford, Ltd. and Efrat Reinhardt

6.

The terms and conditions of working abroad will be according to the Company's policy as shall be in affect from time to time.

7.

The Executive shall execute his duties within authority, efficiently, professionally, loyally, in good faith, and shall act to the best interests of the Group and its business.

8.

The Executive shall devote full attention, knowledge, skills, energies, experience and time to his duties according to this Agreement.

9.

The Executive shall maintain integrity of conduct and shall not engage in any other business or occupation, directly or indirectly, for or without a consideration, in any field and in the framework of any scope of occupation, without the prior specific written permission of the Direct Manager.

10.

The Executive shall not be situated in, and shall inform the Direct Manager immediately upon becoming aware of, any matter in which he has a personal interest and/or which might give rise to any conflict of interest.

11.

The Executive shall not make use of any internal information for any benefit which is other than the Group's interests.

12.

This Agreement is considered as a special personal employment agreement. Unless otherwise provided by applicable law, the provisions of any collective bargaining agreements shall not apply to the employment of the Executive hereunder.

13.

The Executive shall use his best endeavors to protect the good name of the Group and shall not perform any act that may bring the Group into disrepute.

14.

The Executive shall not, directly or indirectly, accept any commission, rebate, discount or gratuity in cash or in kind, from any third party which has or is likely to have a business relationship with the Group.

15.

The Executive hereby undertakes to comply with all Group disciplinary regulations, work rules, policies, procedures and objectives, as in effect from time to time, including the prevention of sexual harassment policy.

16. 

The Executive confirms and declares that he has been informed that personal and private information about him, which he has provided and/or shall provide to the Company during or as a result of his employment (the “Private Information”), is collected, held and processed by the Company and/or someone on its behalf during his employment, for the purposes of the ordinary course of business, including managing human resources and payroll of the Company, and the Executive declares that the abovementioned shall not be considered an infringement of his privacy. In addition, the Executive confirms and declares that he has been informed and hereby expressly agrees that the Company will be entitled to transfer the Private Information (in whole or in part) as part of the Company’s needs as mentioned above, to the following: (a) Public Entities as defined in the Privacy Protection Act, 1981, or in order for the Company to comply with any relevant legal requirements; (b) Entities related to the Company, in Israel and abroad, including the parent company, subsidiary, associate of the Company; (c) Legal advisors and tax consultants of the Company, as well as external entities that provide services of managing human resources and payroll to the Company; (d) Third parties in the framework of any legal or economic due diligence; (e) Other entities that are not mentioned in sections (a) to (d) above In each of the above-mentioned transfers, the transferred Information shall be limited to the reasonable and necessary scope and the receiver of the Information shall undertake, to the extent possible, to preserve the privacy of the Private Information, at least at the level of privacy kept by the Company itself regarding the Private Information.

18.

The Executive shall be employed by the Company on a full time scope, equal to 182 working hours per month, based on 42 working hour per 5-day working week (the: “Monthly Scope”).

19.

It is clarified that the Executive is employed under this Agreement in a management position which requires a special degree of trust and as the conditions and circumstances of employment do not enable the Company to supervise the Executive’s hours of work, then the provisions of the Work and Rest Law (5711-1951) (the “Work and Rest Law”) or any law amending such law or replacing such law, shall not apply to the employment of the Executive by the Company, and the Executive shall not be entitled to payments according to the Work and Rest Law. Notwithstanding the foregoing, the Executive acknowledges and agrees that the performance of his obligations under this Agreement and his Position may require, from time to time, to work beyond the Monthly Scope and beyond the regular working hours and on non-workdays and therefore the parties have set an additional Global Overtime Compensation, which properly reflects the overtime hours that Executive is expected to perform.

20.

Without derogating from the foregoing, the Executive will report his work hours, whether done in the Company's offices or elsewhere. It is clarified that the Company is unable to supervise Executive actual work and that such reports shall be made based on trust upon the Executive.

Following 1 (one) year of employment the Parties will negotiate in good faith a potential salary increase and/or bonus plan for the Executive after taking into account all considerations involved, including Company’s financial status, Executive performance and alike, provided however that the forgoing does not and shall not be considered in anyway as imposing an obligation on the Company and shall be subject to mutual agreement.

22.

The Executive declares that it is known, understood and agreed that, in view of the above, he is not entitled to additional payments for work during these hours, beyond the Salary (as defined below), and this has been taken into account in determining the Executive's terms of employment and wages under this Agreement.

23.

The Company will pay the Executive his Salary in arrears, by the 9th day of the following month.

24.

Israeli income tax and other applicable withholdings with respect to the Salary shall be deducted from the Salary by the Company at source.

25.

The Salary shall serve as the basis for calculation of the deductions and contributions to and for all social benefits including Managers’ Insurance policy or Pension Fund and the Advanced Study Fund. The Executive is aware of the need for travel outside of Israel, for short or long periods, and hereby agrees to perform such travel inside and outside of Israel as may be necessary to fulfil his duties hereunder. The Executive will not be entitled to additional payment for such travel, beyond the Salary, as defined above.

26.

Options

27.

The Executive shall be entitled to sick leave in accordance with the Sick Pay Law, 5736-1976 and its Regulations which will be paid in full from the first day of sickness.

28.

The Executive may accrue up to 90 days of sick leave, all subject to applicable law. Sick Leave that has not been taken shall not be capable of encashment, nor shall it entitle the Executive to the right to receive any financial grant.

29.

The Executive shall notify the Company, as soon as possible, of any absence due to his sickness and provide the Company with an applicable medical certificate regarding such absence.

37.

The Executive shall be entitled to an advanced study fund. The payments to the advanced study fund will begin from the Commencement Date of Employment.

38.

The Executive and the Employer shall bear monthly installments to this fund, at the following rates:

38.1.

At the expense of the Employer - 7.5% (Seven Point Five Percent) of the Salary;

38.2.

At the expense of the Executive - 2.5% (Two Point Five Percent) of the Salary.

39.

The Executive shall bear any and all taxes applicable in connection with amounts payable by Executive and/or Company to the Advanced Study Fund pursuant to this Section.

40.

In the event of payments to the Advanced Study Fund that exceed the amounts equal to the aforesaid percentages of the Effective Salary as defined in Section 3(e) of the Income Tax Ordinance, such additional amount shall be recognized as ordinary income for tax purposes on the date of contribution to such Advanced Study Fund.

(i)

Pension (‘tagmulim’) - the Company will contribute an amount equal up to 7.5% of the Executive's Salary towards a provident fund (the type of fund will be as per the Executive's choosing).

(ii)

For the avoidance of doubt, the Company's contributions detailed in subsection (i) above include coverage of disability insurance, which will insure up to 75% of the Executive's Salary, in the cost of up to 2.5% of the Salary (the lower of the two).

(iii)

If the cost of the Executive's disability insurance will rise over 1.5%, up to the fixed ceiling of 2.5% of the Executive's Salary, the contribution rate mentioned in subsection (i) above will be updated respectively.

(iv)

It is hereby clarified, that the Company's contributions towards pension ('tagmulim') will not be less than 5% of the Executive's Salary.

(v)

Severance Fund - the Company shall contribute an amount equal to 8 1/3% of the Executive's Salary towards the Executive's future severance ("Severance Fund").

(vi)

In addition, The Executive shall contribute, and for that purpose he hereby irrevocably authorizes and instructs the Employer to deduct from his Salary at source, an aggregate monthly amount equal to 6% (six percent) of the Salary to the Provident Fund - as to the Executive's request.

42.

The Executive hereby instructs the Company to transfer to the Provident Fund the amounts that constitute the Executive's and the Company's part from the Executive's Salary.

43.

In the event of payments to the Provident Fund that exceed the maximum sum recognized by the Income Tax Ordinance 1961, the excess amount will be considered as ordinary income for Tax purposes.

44.

The Company's contributions to the Severance Fund as defined above will be in lieu of severance pay, in accordance with Article 14 of the Severance Pay Law, 5723-1963 and the General Approval authorized as of 9.6.1998, attached hereto in Hebrew and in English as Appendix A. It is hereby clarified that in the event of an inconsistency between the Hebrew and English versions of the General Approval attached as Appendix A, the terms of the Hebrew version shall prevail.

45.

The Employer shall be the owner of all rights in the Provident Fund, and the Executive shall be the beneficiary thereof.

46.

The Executive will bear any and all taxes in connection with amounts paid by himself and/or the Employer to the Provident Fund under this Section.

The Employer hereby forfeits any right it may have in the reimbursement of sums paid by it into the Provident Fund, except in the event: (i) that The Executive withdraws such sums from the Provident Fund, other than in the event of death, disability or retirement at the age of 60 or more; and/or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963.

48.

During the Prior Notice Period, the Executive shall continue working, and shall do all that is within his power to assist and to better the orientation period of his replacement.

49.

The Employer may, at its sole discretion, forgo actual work by the Executive during the entire or part of the Prior Notice Period, as it chooses, for whatever reason, with or without changing the date of termination of employment relationship.

50.

This notwithstanding, in the event the Executive's employment is terminated under circumstances that legally justify termination without severance pay and/or prior notice and/or for Cause as defined hereinafter, the Executive's employment will end with no prior notice and severance pay.

51.

A termination for Cause is a termination due to any of the following:

(i)

The Executive's embezzlement of funds; or

(ii)

The Executive has been charged with a criminal offense involving moral turpitude; or

(iii)

The Executive committed an act which constitutes a fundamental breach of his duties and obligations according to this Agreement according to the Contracts (Remedies for Breach of Contract) Law, 5731-1970, including any breach of trust or fiduciary duty owed to the Employer and its' Businesses, or any breach of this Agreement, or a deliberate cause of harm to the Employer or its' Businesses; or

(iv)

Upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963; or

(v)

The Executive's violation of his obligations as stated in section F and Appendix B below regarding secrecy and confidentiality, intellectual property and non-competition.

52.

Upon termination of this Agreement or at such other time as directed by the Company, the Executive shall immediately return to the Company each and every asset (including documents and information) in his possession or control which belongs to the Company or that's in his possession as a result of the Executive's employment with the Company.

F.

Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking

53.

The Executive and the Company agree that the terms and conditions set forth in Appendix B of this Agreement, an undertaking for secrecy and confidentiality, intellectual property rights and non-compete, are hereby incorporated into this Agreement by reference, are an integral part of it, and that the Salary and other benefits according to this Agreement will be paid, among others, for the Executive's undertakings in this Appendix B.

54.

The provisions of this Section F shall survive termination of this Agreement and shall remain in full force and effect at all times thereafter.

G.

Special, Whole and Exclusive Agreement

55.

This Agreement is a personal and special agreement, and the terms and conditions of the Executive's employment shall be solely as set forth herein. The Executive shall not be entitled to any payment, right or benefit which is not expressly mentioned in this Agreement, including, without limitation, any payments, rights or benefits of any current or future general or special collective labor agreements or arrangements or extension orders, any custom or practice, and/or any other agreements between the Company and its employees unless required under law.

56.

This Agreement contains the entire understanding between the parties with respect to the Executive's employment by the Company and all prior negotiations, agreements, offer letters, commitments and understandings (whether written or oral) not expressly contained herein shall be null and void in their entirety.

57.

The compensation set forth herein constitutes a satisfying, fair and sufficient compensation for all of the Executive's duties. The Executive shall not be entitled to any further compensation whether by the Employer or by any third party, in money or any equal form. So far as the Executive is given any and all compensation as such, he shall forward it immediately upon reception to the Employer, unless specifically agreed to differ by the Employer.

58.

This Agreement may only be amended in writing and signed by the Company.

59.

This Agreement and the Executive's employment conditions are completely confidential as part of the Company's policy. The Executive will act accordingly and refrain from discussing any of his personal employment conditions with any other Company employee or any third party, unless the disclosure is required by any law.

H.

Miscellaneous

60.

The Company shall take the necessary steps to ensure that the Executive, in his capacity as an “Officer” (under its meaning under applicable law) of the Company and the Group, shall be covered by the D&O insurance policy that shall be obtained by the Company and/or the Group.

61.

All sums in this Agreement are in gross values. The Employer will deduct from all payments taxes, and all other compulsory payments or obligatory deductions as required by any applicable law, deriving from this Agreement and in respect of all the benefits that the Executive is or may be entitled to.

62.

Notices under this Agreement shall be in writing, and unless delivered in person, shall be sent by registered mail according to the parties' addresses as set out in the preamble to this Agreement (and then shall be deemed received 3 business days following their dispatch), or by fax (in which case they shall be deemed received one business day after transmission), or by Email (in which case they shall be deemed received one calendared day after transmission).

63.

This Agreement shall be governed by and construed in accordance with the laws of the state of Israel, and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with it shall be the regional labor court in Tel Aviv.

64.

The Executive declares that he has signed this Agreement of his own free will, after reading it and understanding its content, substance and implications, and after being given due and reasonable opportunity to review and study the Agreement and its implications, and to seek professional advice (including legal counsel).

 /s/ Elchanan Maoz  

/s/ Efrat Reinhardt

Stratford Ltd.

Efrat Reinhardt

By:

Title:

(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.

(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.

A.

Technical information of the Company and/or the Group, its customers or other third parties that is in use, planned, or under development, such as manufacturing and/or research processes or strategies; computer product, process and/or devices; software product; and any other databases, methods, know-how, formulae, compositions, technological data, technological prototypes, processes, discoveries, machines, licenses, inventions, and similar items;

B.

Business information of the Company and/or the Group, its customers or other third parties that is in use, planned, or under development, such as information relating to the Group's employees (including information related to performance, skillsets, and compensation); actual and anticipated relationships between the Company and/or the Group and other companies; financial information; information relating to customer or vendor relationships; product pricing, sales, customer lists, information regarding suppliers and customers, including customer preferences including clients with whom the Group is negotiating and including affiliates and/or subsidiaries, present and future, all the foregoing whether or not such information is protectable as a patent or any other proprietary right and any other information purchased or received directly or indirectly in connection with Group, their affairs and/or business, of which I was informed or aware during the employment period, whether or not developed by me. Confidential Information may be in any form including oral, writing, stored in a computer file and/or in any other digital or other existing and/or future media, financial information, licenses, credit information; and similar items; and

C.

Information relating to future plans of the Company and/or the Group, its customers or other third parties that is in use, planned, or under development, such as marketing strategies; new product research; pending projects and proposals; proprietary production processes; research and development strategies; and similar items.

1.3.1

Except in the proper performance of my employment duties, I shall not copy, transmit, communicate, publish or make any commercial or other use whatsoever of any Confidential Information, without the prior written consent of the Board.

1.3.2

I shall exercise the highest degree of care in safeguarding the Confidential Information against loss, theft or other inadvertent disclosure and in maintaining its confidentiality.

1.3.3

Upon termination of my employment, or at the earlier request of the Company I shall deliver to the Company all Confidential Information and any and all copies thereof that have been furnished to me, prepared by me or came to my possession howsoever, and I shall not retain copies thereof in whatever form.

3.2

I further confirm that all Inventions, and any and all rights, interests and title therein, shall be the exclusive property of the Company and I shall not be entitled to, and I hereby waive now and, in the future, any claim to any right, moral rights, compensation or reward, including any right to royalties in Service Inventions in accordance with the Patent Law, that I may have in connection therewith. This clause, constitute an express waiver of any rights I may have under Section 134 of the Patent Law.

3.3

Without derogating from the Group's rights under this Undertaking or any law, I agree to assign and hereby automatically assign to the Company and/or its designee any and all rights, titles and interests in respect of any Inventions, to the extent that I may have such rights, on a worldwide basis, and I acknowledge now and in the future the Company’s full and exclusive ownership in all such Inventions. I shall, at any time hereafter, execute all documents and take all steps necessary to effectuate the assignment to the Company and/or its designee or to assist them to obtain the exclusive and absolute right, title and interest in and to all Inventions, including by the registration of patents or trademarks, protection of trade secrets, copyright, or any other applicable legal protection, and to protect the same against infringement by any third party, including by assisting in any legal action requested by the Group with respect to the foregoing.

5.3

My undertakings hereunder are in addition to, and do not derogate from, any obligation to which I may be subject under applicable law or any Group policy or agreement.

5.4

My undertakings hereunder will be applicable to me during the term of my employment with the Company and thereafter. Notwithstanding the aforesaid, the effect of my undertakings under Section 2 above shall be for the period specified in such Section.

5.5

Successors and Assigns - This Undertaking will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Group, its respective successors, and permitted assigns.

5.6

Waiver - No waiver by the Company of any breach of this Undertaking shall be a waiver of any breach which occurred prior or subsequent to the date of this Undertaking. No waiver by the Company of any right under this Undertaking shall be construed as a waiver of any other right. The Company shall not be required to give notice in order to enforce any terms of this Undertaking.

5.7

Assignment - This Undertaking may be assigned by the Company. I may not assign or delegate my duties under this Undertaking without obtaining the Company's prior written approval.

5.8

Non-Defamation. I hereby agree and confirm that I shall not, during the course of my employment with the Group, nor at any time thereafter, directly or indirectly, in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could defame the Group, its products and/or services and/or its former, current and future directors, shareholders, officers, investors and employees, or their reputations. Nor shall I assist any other person, firm or company in so doing.

5.9

This Undertaking shall be governed by and construed in accordance with the laws of Israel.

Terms of Employment

Details

1

Commencement Date of Employment

May 11, 2023

2

Salary

NIS 40,000 (gross):

Base salary: NIS 28,600 Global Overtime Compensation: NIS 11,400 _______

Basis for social benefits

100% of the Salary

6

Pension Contributions

Per the terms detailed in the Employment Agreement. Company's contributions will be 15.83% of the Salary. Employee's contributions will be 6% of the Salary

7

Advanced Study fund

Employer contributions - 7.5% of the Salary.

Executive contributions - 2.5% of the Salary.

8

Sick leave

Per Applicable Law; full payment from the first day of sickness

9

Annual leave

23 days per year.

The Executive shall be entitled to carry forward the unused vacation days can be carried forward for a maximum of 2 years, given that the Executive uses at least 7 vacation days each year.

The balance of vacation days beyond the permitted accumulation under this section shall be erased.

10

Recuperation days

Per applicable law. Despite the above the Employee shall be entitled to no lees then 10 (ten) recuperation days for full year of employment.

11

Car Allowance

NIS 3000

12

Prior Notice Period

2 months

13

Options

As set forth in the Employment Agreement