Personal Employment Agreement, dated August 23, 2017 between R2Net Israel Ltd. and Oded Edelman

This Personal Employment Agreement (this “Agreement”), is entered into on _______ ___, 2017, by and between R2Net Israel Ltd. (Registration Number 51-395749-8) (the “Company”) of 10 Hasadnaot Street, Herzeliya, Israel, and Oded Edelman (ID No.  ###-###-####) (the “Executive”) of 8 Yizhar Street, Ramat-Hashron, Israel.

WHEREAS, Sterling Jewelers Inc., a Delaware corporation (“Purchaser”), Signet Jewelers Ltd., a Bermuda corporation (“Purchaser Parent”), R2Net Inc. (“Company Parent”) and other persons named therein have entered into an Agreement and Plan of Merger, dated August 23, 2017 (the “Merger Agreement”), whereby, subject to the terms and conditions of the Merger Agreement, Purchaser acquired Company Parent at the closing of the Merger Agreement (such date, the “Effective Date”); and

WHEREAS, as of August 23, 2017 the Parties enter into an employment agreement that became effective as if the closing of the Merger Agreement (the "Previous Employment Agreement")

WHEREAS, due to the Executive's request to amend his pension arrangement, including the amending the relevant basic pensionable salary for calculating the Company's contributions to the severance component severance pay and pension component, as described in the Previous Employment Agreement, the Parties agreed to amend the Executive's pension arrangement and therefore the salary structure and to replace the Previous employment Agreement with this Agreement; and

WHEREAS, subject to the approval of the Israeli Ministry of Economy and Industry according to Section 28 to the Severance Pay and effective as of such approval, the Company and the Executive wish to replace the Previous Employment Agreement with this Agreement, and hereby agree, as follows.

NOW, THEREFORE, it has accordingly been warranted, provided and agreed by the parties as follows:

1.    Recitals, Headings and Interpretation

2.    Exclusivity of the Agreement

3.    Absence of Impediment to the Executive's Employment

The Executive represents, warrants, confirms and undertakes that he/she is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, that there is no contractual or other impediment, including physical or mental health issues, to his/her entering into this Agreement, fulfilling his/her obligations hereunder or to his/her employment with the Company and that in entering into this Agreement he/she is not in breach of any other agreement or obligation to which he/she is or was a party.

4.    Position and Duties    

        

 

including the Code of Conduct and any policy of the Board of Directors of Purchaser Parent relating to claw back of compensation, as they exist from time to time during the Executive’s employment with the Company or any of its affiliates; provided that such policies were brought to the attention of the Executive by way of a written notice.

5.    Employment Term and Termination

        

5.2.1    Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. Subject to (and to the full extent permitted under) applicable law, the Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death, or in the event that Executive’s employment is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled to payment in lieu of the Notice Period (as applicable to death or Disability) which will be due and payable on the latest of (i) within 10 days of the date of termination, or (ii) the next regularly scheduled payroll date following the effective date of termination.

5.2.2    Termination by the Company for Cause. The Company may terminate Executive’s employment at any time for Cause, effective immediately upon Executive’s receipt of written notice of such termination and the Company shall have no obligation to pay any compensation during or in lieu of the Notice Period.

5.2.3     Termination by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause by giving the Executive a prior written notice of the Notice Period. In the event that Executive’s employment is terminated by the Company without Cause, the Company may take one of two actions: (1) the Company may continue to pay Executive his Salary and all other social benefits as well as bonuses and other incentives which Executive earns pursuant to this Agreement and applicable law, in each case, for the duration of the Notice Period, and Executive will continue to work on a normal schedule for the duration of the Notice Period; or (2) in lieu of requiring Executive to provide services throughout the Notice Period, the Company may elect, at the Company's sole discretion, to terminate the Executive’s employment, immediately or at any time during the Notice Period, provided that in such event, even though Executive is not actively employed during the Notice Period, the Executive shall be entitled to receive from the Company a lump sum cash payment equal to his Salary and the employer contribution to the social contributions (but, for the sake of clarity, not for bonuses and other incentives to which he may otherwise be entitled) for any such portion of the remaining Notice Period as though the Executive continued to be actively employed by the Company (“Payment in Lieu of Notice”).

    

5.2.4    Termination (Resignation) by Executive. Executive may terminate (resign) Executive’s employment for any reason by providing the Company a prior written notice of the Notice Period (as applicable to resignation); provided that the Company may elect to waive all or any portion of the Notice Period. In the event of a termination of employment by Executive under this Section, Executive shall be entitled to the Payment in Lieu of Notice (as it applies with respect to the Notice Period for resignation). In the event that the Executive terminates (resigns) his/her employment with the Company, for any reason, without the delivery of a written notice in accordance with Section 5.2 above, or without the completion of the Notice Period or any part thereof, the Company will be entitled to deduct from any sums that it may owe the Executive an amount equal to the Salary and social benefits that would have been paid to the Executive during the Notice Period, had he worked during such period.

It is hereby expressly stated that the Company reserves the right to terminate the Executive’s employment at any time during the Notice Period, regardless of whether notice of termination of employment was delivered by the Company or whether such notice was delivered by the Executive. In the latter case, such termination shall not constitute a dismissal of the Executive by the Company.

5.4.1    He/she shall deliver and/or return to the Company all the documents or other letters, notes, reports and other papers in his/her possession and relating to his/her employment with the Company and the fulfillment of his/her duties, as well as any equipment and other property belonging to the Company that was placed at his/her disposal, including any Company car, computer equipment, telephone equipment, Executive ID badge or other equipment;

5.4.2    Following coordination with the Company's IT persons, he/she shall delete any information relating to the Company or its business from his/her personal computer, if any; and

5.4.3    He/she shall coordinate the termination of his/her employment with his/her supervisors, and he/she shall transfer in an orderly fashion and in accordance with Company procedures and in accordance with the timetable determined by his/her supervisors, all documents and information and all matters with which he/she dealt, to whomever the Company instructs, all in a manner satisfactory to the Company.

6.    Working Hours

6.1    The working hours of the Executive shall be as required by the nature of the Executive’s full-time senior position in the Company, not less than 5 business days a week. The regular weekly rest day is Saturday.

6.2    In consideration of the conditions and circumstances of the Executive’s management position and duties in the Company 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, the provisions of the Hours of Work and Rest Law, 1951 shall not apply to the Executive and he/she shall not be entitled to any additional consideration for work during overtime hours and/or on days that are not regular business days, except as specified in this Agreement. The Executive acknowledges that the consideration set for him/her hereunder nevertheless includes within it consideration that would otherwise have been due to him/her by law.

6.3    At the Company's request, Executive undertakes to report to the Company the actual working hours that will be performed by the Executive, in accordance with the applicable practices and policies of the Company in regards to such reports.

7.    Salary

The Company encourages the Executive to tailor a pension arrangement, a Managers' Insurance Policy (the “Policy”) and/or Pension Fund (the “Pension Fund”) and/or alike, or a combination of plans that best suit the Executive's anticipated future needs. Therefore, the Executive shall be entitled to a pension arrangement in accordance with his/her choose. For the avoidance of doubt, in the event the Executive elects to combine plans, the contributions percentages will relate to such portion of the Determined Salary that the Executive has allocated towards each benefit plan as follows:

        

    

    

10.    Additional Incentives

In consideration for Executive's employment, including the non-compete undertakings in the PIAA Agreement (as defined below). The Executive agrees that such additional incentives are contractual payments and above any statutory rights and any additional Incentives that may be based on the Executive's salary shall be based on his Base Salary without the additional Severance Part in the Salary:

    

11.    Vacation

The Executive shall be entitled to annual vacation days as set forth in Exhibit A. Notwithstanding the foregoing, the Executive shall make all efforts to exercise his/her annual vacation; however, if the Executive is unable to utilize all the vacation days by the end of a calendar year, the Executive shall be entitled to accumulate the unused balance of the vacation days standing to his/her credit up to and not exceeding the Maximum Quota (as defined in Exhibit A(. Any amounts exceeding such Maximum Quota shall be cancelled by the Company and will not be redeemable in any event. For avoidance of any doubt, redemption of unused vacation upon termination shall be calculated on the basis of the Base Salary.

12.    Sick Pay and Recreation Pay ('Dme'i Havra'a')

The Executive shall be entitled to paid sick days and Recreation Pay ('Dme'i Havra'a') in accordance with the law, except that full payment shall be made for any day of absence as of the first sick day.

13.    Indemnification, Reimbursement and Travel Expenses

14.    Confidentiality, Non-Competition and Intellectual Property Matters

Executive agrees to be bound by, and shall have executed and delivered to the Company, the Confidential Information, Non-Compete and Invention Assignment Agreement, substantially in the form of Exhibit B hereto (the “PIAA Agreement”).

15.    General

R2Net Israel Ltd.                         Oded Edelman

Signature: /s/ Anat Afek                    Signature: /s/ Oded Edelman    

Name:                 

Title:                 

By virtue of my power under section 14 of the Severance Pay Law, 5723-1963 (hereinafter: the “Law”), I certify that payments made by an employer commencing from the date of the publication of this approval for his employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 5724-1964 (hereinafter: the “Pension Fund”) or to managers insurance including the possibility to receive annuity payment under an insurance fund as aforesaid (hereinafter: the “Insurance Fund”), including payments made by the employer by a combination of payments to a Pension Fund and an Insurance Fund (hereinafter: the “Employer's Payments”), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “Exempt Salary”), provided that all the following conditions are fulfilled:

(a)    to the Pension Fund are not less than 14¹/₃% of the Exempt Salary or 12% of the Exempt Salary if the employer pays, his employee’s benefit in addition thereto payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 2¹/₃% of the Exempt Salary. In the event the employer has not paid the above 2¹/₃% in addition to the said 12%, his payments shall be only in lieu of 72% of the employee's severance pay;

(1)    13¹/₃% of the Exempt Salary, if the employer pays for his employee in addition thereto also 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 required to secure at least 75% of the Exempt Salary or in an amount of 2¹/₂% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);

(2)    11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer's Payments shall be only in lieu of 72% of the Employee's severance pay;

    

In the event the employer has made payments in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 2¹/₃% of the Exempt Salary, the Employer's Payments shall replace 100% of the employee's severance pay.

(2)    No later than three months from the commencement of the Employer's Payments, a written agreement was executed between the employer and the employee which included:

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

(b)    an advance waiver by the employer of any right which s/he may have to a refund of monies from its 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 to the Law and/or in cases in which if such severance pay was denied the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; for these purposes “Entitling Event” means death, disability or retirement at or after the age of 60.

(3)    This approval is not such as to derogate from the employee's right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.

15th Sivan 5758 (9th June 1998).

Eliahu Ishai