Employment Agreement - Atomica Israel Technologies Ltd. and Steven Steinberg
ATOMICA ISRAEL TECHNOLOGIES LTD.
EMPLOYMENT AGREEMENT
This employment agreement (the "Agreement") is effective as of April 1, 2004
(the "Effective Date"), by and between ATOMICA ISRAEL TECHNOLOGIES LTD., an
Israeli company with its principal place of business AT Building 8, Jerusalem
Technology Park, Jerusalem 91481 (the "Company") and STEVEN STEINBERG, I.D. No.
320524507, of Reohov Hayasmin 258, Beit Shemesh, Israel 99591 (the "Employee").
WHEREAS the Employee has been employed by the Company as Vice President-Finance
since December 1, 2002;
WHEREAS the Company desires to continue to employ the Employee in the position
of Chief Financial Officer (the "Position");
WHEREAS the Employee desires to have his/her employment continued by the Company
and fulfill the responsibilities of the Position; and
WHEREAS the parties desire to set forth the conditions of employment pursuant to
which the Employee will continued to be employed by the Company;
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. PREAMBLE
The preamble to this Agreement and any attachments thereto are an integral part
of this Agreement.
2. JOB DESCRIPTION
The Employee shall be responsible for the finance function and related
supervisory duties. He/she shall report directly to the Chief Executive Officer
or to whichever person the Company shall indicate from time to time in its
discretion. The description of responsibilities set forth herein shall serve as
a general statement of the duties, responsibilities .and authority of the
Employee. Additional duties, responsibilities and authority be assigned, the
Employee by the Company from time to time in its discretion. The terms of the
Employee's employment shall also be governed, insofar as relevant, by the
provisions of the Company's Employment Policy Handbook, the provisions of which,
as amended from time to time, are hereby incorporated into this Agreement by
reference (hereinafter "the Employment Policy") as well as by Company-wide
memoranda distributed from time to time.
3. WORK HOURS
The Employee shall be employed by the Company on a full-time basis, namely for
not less than forty-five (45) hours per week (inclusive of mealtime). It is
agreed that the Employee is being employed in a position that requires a special
degree of skill and devotion, requiring a special relationship of trust between
the Company and the Employee, and may require work outside of and/or beyond the
Company's normal business hours, which hours cannot be overseen by the
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Company. It is therefore agreed that the remuneration referred to in Section 5,
below, shall cover any additional dine devoted by the Employee in excess of
normal working hours, and no corn Atomica Israel Technologies Employment
Agreement compensation for overtime as defined and set forth in the Hours of
Work and Rest Law - 1951 shall be payable.
4. TERM OF AGREEMENT
This Agreement shall take effect from the Effective Date and shall remain in
effect indefinitely, unless it is earlier terminated as hereinafter provided.
5. ANNUAL SALARY AND BENEFITS
5.1. The Employee's annual salary shall be as follow:
5.1.1. The Employee shall receive a monthly gross salary of
nine thousand three hundred twenty seven dollars
($9,327) payable in New Israeli Shekels according the
representative rate of exchange in effect each month
at the time Company salaries are calculated. The
Employees salary shall be paid monthly, one month in
arrears.
5.1.2.. The salary set forth in Section 51.1, above, shall
referred to as the "Global Salary". The linkage of
the Global Salary to the United States dollar is in
lieu of any generally-applicable Increases, whether
the statutory cost of living increase ("TOSEFET
YOKER") or any other industry-wide increase
applicable as the result of collective bargaining
agreements or other order of the Ministry of Labor
and Welfare (such as TZAVEL Harhava). By signing this
Agreement and accepting employment pursuant to its
terms, the Employee represents that he/she will not
claim any such increase.
5.1.3. The Employee shall not be entitled to receive from
the Company any salary or payment of any kind other
than the Global Salary and other payments
specifically set forth in this Agreement.
5.2. Other Terms of Employment
5.2.1. EXPENSES: The Employee shall be entitled, in
accordance with the Company's standard policy in
effect from time to time; to be reimbursed for
expenses incurred in connection with Company business
add for other expenses in Israel and abroad when
supported by appropriate vouchers; or other proof of
the Employee's expenditures.
5.2.2. CONTINUING EDUCATION FUND: The Employee shall be
entitled to participate in the Company's continuing
education fund (KEREN HISHTALMUT). The Company shall
contribute an amount equal to seven and a half
percent (7.5%) of the Employee's Global Salary and
shall deduct two and a half percent (2.5%) of the
Employee's Global Salary and transfer it as the
Employee's contribution. The Employee consents to the
deduction of this amount as his/her contribution to
the continuing education fund. The
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Company's contributions will continue only up to the
permissible tax-exempt salary ceiling according to
the income tax regulations in effect from time to
time.
5.2.3. RESERVE DUTY: The Employee shall be entitled to
receive his/her full Global Salary and other payments
while performing reserve duty, provided that any
amount received by the Employee front: the I.D.F. or
any other source (excluding D'MEI CALCALA) is
transferred to the Company or, in the alternative, an
amount equal to Atomica Israel Technologies
Employment Agreement that received from the I.D.F. or
any other source is deducted from the Global Salary
payable to the Employee.
5.2.4. ANNUAL LEAVE: The Employee shall be entitled to
fifteen (15) working days of paid animal leave each
year, adding one (1) day for .each year from the date
of initial employment up to a total maximum of
twenty-two (22) days annually. The Employee shall not
be allowed to accrue mare than twenty (20) working
days of annual leave except in unusual circumstances
and with the permission of the Company. Should the
Employee's annual leave balance exceed twenty (20)
days at the end of any calendar year, the excess
number 4 days shall be paid out in accordance with
the provisions of the Annual Leave Law - 1951.
5.2.5. RECREATION PAY (D'MEI HAVRA'A): The Company shall pay
the Employee for recreation (d`mel havra`a) each year
in accordance with the law and the normal practice of
the Company in effect from time to time.
5.2.6. SICKNESS AND DISABILITY INSURANCE: The Employee shall
be entitled to the number of days for sick leave
permitted by law. Compensation for sick days utilized
shall be paid according to his/her Global Salary only
upon the presentation of medical documentation as
required by the Company. The Employee shall be
covered by disability insurance that provide. Monthly
compensation. The cost of such insurance shall be
borne by the Company. Notwithstanding the foregoing,
the Employee shall not be entitled to receive
compensation for sick leave if such compensation is
covered by the Employee's disability insurance
referred to above, However, should the amounts
received by the Employee pursuant to such disability
insurance be less than the amount that is properly
payable as compensation for the Employee's available
sick leave, according to the Global Salary, the
Company shall pay the difference. It is understood
and agreed that unused sick leave cannot be redeemed
by the Employee. For the avoidance of doubt, it La
understood and agreed that the payments made by the
Company in consideration of sick leave covers all
obligations of the Company pursuant to The Sick Leave
Law - 1976.
5.2.7. EMPLOYEE INCENTIVE PLAN: The Employee shall be
eligible for participation in the equity incentive
plans promulgated from time to time by the Company's
parent (the "Stock Option Plan"). The decision
whether to
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grant the Employee any award under the Stock Option
Plan shall be made solely by the Board of Directors
of the Company's parent, in their complete and
unfettered discretion and such grant, if made, shall
be subject to the terms and conditions of the Stock
Option Plan and the actual grant authorized by the
Board of Education Directors; of the Company's parent
Nothing herein shall be construed to entitle the
Employee to receive a grant pursuant to the Stock
Option Plan or, if such grant is made, to a grant of
a particular amount.
5.2.8. The Company shall provide the employee with a car,
class (shovi shimush) 2 according to the rules arid
regulations of the Israel Income Tax Authority. The
Employee recognizes and agrees. That the Company
shall deduct from the Employee's monthly salary the
tax, due on the benefit imputed to him as a result of
his use of the car (the "Imputed Benefit"). The
Employee acknowledges that the Imputed Benefit will
not be included in the salary on which any severance
pay, pension, manager's insurance, continuing
education find and/or any other salary dependent
benefit to which he may be entitled pursuant to this
Agreement or under the law, is calculated. The
Company shall be responsible for covering vehicle
maintenance and fuel expenses, including contract
fees with the company from which the car IS leased.
The Company may limit the number of kilometers the
Employee can drive the car per year. The Employee
shall maintain the car in proper working order,
including maintenance the car on time according to
the manufacturer's instructions. The Employee further
agrees to be solely responsible for any fines
incurred while using the car. The Employee shall
allow the Company to deduct from his salary any
amount described above should the Company, for
whatever reason, pay these in his stead. The Employee
shall return the car to the Company on the day
requested by the Company upon the termination of the
Employee's employment for any reason.
5.3. Pension Benefits and Severance Payments
5.3.1. The Company will pay into a Provident Fund (KUPAT
GEMEL) (in the meaning of Section 47 of the Income
Tax Ordinance.) hi the form of Manager's insurance or
another form according to the Employee's choice and
the Company's agreement, an amount equal to thirteen
and the third percent (13 1/3 %) from the monthly
Global Salary paid to the Employee, and the employee
will pay, on his/her own account, an amount equal to
the percent (5%) from that Global Salary. The
Employee agrees that the Company shall be entitle a
to deduct the Employee's contribution (5%) from the
Employee Global Salary. For the avoidance of doubt,
it is clarified that under no circumstance shall the
Company's contribution exceed thirteen and one third
percent (l3 1/3 %) of the Global Salary any one
month,
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5.3.2. Five percent ($5%) of the thirteen and one Third
percent (13 1/3%) that the Company contributes as set
forth above and the five percent (5%) the Employee
contributes, together with linkage and interest on
.the contributions, will be treated as pension
benefits for the Employee or his/her survivor. The
remaining eight and one third percent (8 1/3%) of the
Company contribution, together with linkage and
interest on that portion, will be utilized to pay
severance benefits in accordance with legal
requirements to the Employee or his/her in the event
of the termination of his/her employment with the
Company, except in those circumstances discussed
below.
5.3.3. In the event that the Employee; chooses Manager's a
Insurance, the policy shall be long to the Company as
long as it employs the Employee and it makes the
required payments on the policy. The payments made
into the Kupat Gemel pursuant to Section 5.3.1,
above, shall fulfill the Company's obligation for
severance payment pursuant to the Severance Company
Lever -- 1963. Upon the termination of the Employee's
employment, for whatever reason other than Cause, as
defined fined in Section 6, below, and upon his/her
final departure from the Company, the Employee or
his/her descendants shall be entitled to receive the
ownership of all rights which have accrued on his/her
behalf in the Kupat Genial or the ownership of the
Manager's Insurance policy, as appropriate and
subject to the provisions of Section 6, below. In the
event that the Employee is terminated for Cause,
he/she or his/her descendants shall not be entitled
to receive ownership of that portion of the Kupat
Gemel or Manager's Insurance policy attributable to
legal severance benefits.
5.3.4. In the event that there is a difference in the
Employee's favor between the amount to which he/she
is entitled to receive pursuant to the Severance
Compensation Law - 1963 and the severance payment
amount (including linkage and interest) that is in
the Kupat Gemel or Manager Insurance. policy, the
Company shall pay that difference. For the avoidance
of doubt, it is understood that in the event that the
severance payment amount (including, linkage and
interest) that is in the Employee's Kupat Gemel or
Manager's Insurance policy exceeds the amount to
which he/she is entitled to receive as severance
compensation pursuant to the Severance Compensation
Law - 1963, the difference shall not be transferred
to the Employee, including to his/her pension
account, but shall be the property of the Company.
5.4. Indemnification
The Company and/or its parent shall take whatever steps are necessary to
establish a policy of indemnifying its officers, including, but not limited to
the Employee, for all actions taken in good faith in pursuit of their duties and
obligations to the Company. Such .steps shall include, but shall not necessarily
be limited to, the obtaining and maintenance an appropriate level of Directors
arid Officers Liability coverage.
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6. TERMINATION OF EMPLOYMENT
6.1. Either party may terminate the Employee's employment with the
Company without cause at any time upon three months notice.
The Company shall have the right, in its sole discretion, to
require the Employee to continue working for the Company
during the notice period. If the Company terminates the
Employee without cause pursuant to this Section, the Board of
Directors shall take the necessary, steps so that the period
during which the Employee shall be permitted to exercise his
options, for options granted after the date of this agreement,
shall be extended to one (1) year from the effective date of
his/her termination.
6.2. The Employee's employment shall be terminated by his/her death
or disability. (For purposes of this Section, "disability"
shall be deemed to have occurred if the Employee is unable,
due to any physical or mental disease or conditions his/her
normal duties of employment for 120 consecutive days or 180
days in any twelve month period.) In such an event, he/she
shall be entitled to continue to receive his/her annual salary
for three (3) months following his/her last day of the actual
employment by tile Company. Such amount shall be in addition
payment he/she IS entitled to receive according the provisions
of the Severance Compensation Law - 1963. In addition, the
Board of Directors shall take the necessary steps so that the
period during which the Employee shall be permitted to
exercise such options for options granted after the date of
this agreement shall be extended to the shorter of (a) one (l)
year from the effective date of his/her termination as defined
in the Share Option Plan governing the options in question, or
(b) the life of the option, Should the Employee's employment
be terminated as a result of his/her death, the benefits
granted herein, shall be granted instead to his/her lawful
heir or heirs.
6.3. Notwithstanding the foregoing, the Company may terminate the
Employee immediately and without prior notice for Cause. The
term "Cause" herein shall include any of the following events:
(a) any act of fraud or dishonesty or willful misconduct; (b)
a material breach of the Employee's obligations pursuant
Section 8.7, 8.8 (confidentiality) and 8.9 (non-competition),
below; (c) a material breach by the Employee of any other
provision hereof, including but not limited to, the habitual
neglect or gross failure by the Employee to adequately perform
the duties of his/her position, or of any other contractual or
legal fiduciary duty to the Company; or (d) if the Employee is
convicted of a criminal of fence involving fraud, embezzlement
or dishonesty.
6.4. For the avoidance of doubt, in the event that Employee's
employment has been terminated in accordance with Section 6.3,
above, .the Employee shall not be entitled to receive any of
the severance payments or other termination benefits set forth
in this Agreement.
6.5. In the event of a "Change of Control," as defined below, the
Board of Directors shall take the necessary steps to
accelerate the vesting of 50% of any options granted to the
Employee subsequent to this Agreement that have not vested as
of
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the effective date of the Change of Control. Furthermore and
notwithstanding the notice provision of Section 6.1, above,
should the Employees employment be terminated without cause at
any time during a period of twelve (12) months subsequent to
the effective date of a Change of Control, Employee will be
entitled to four months written notice and the Board of
Directors shall take the necessary steps so that any unvested
options that were granted subsequent to the date of this
Agreement shall vest the immediately the effective date of the
Employee's termination. A Change of Control shall mean (a) the
consummation of a merger or consolidation of the Company with
or into another entity or any other corporate reorganization,
if persons who it stockholders of the Company immediately
prior to such merger, consolidation or other reorganization
own immediately after such merger, consolidation or other
reorganization 50% or mere of the voting power of the
outstanding securities of each of the (i) continuing or
surviving entity and (ii) any direct or indirect parent
corporation of such continuing or surviving entity; or (b) the
sale, transfer or other disposition of all or substantially
all of the Company's assets. A Change of Control shall not be
deemed to have occurred as a consequence of (d) the initial
public offering the Company's securities.
7. TAXES AND OTHER PAYMENTS
7.1. Unless otherwise specifically provided for in this Agreement
the Company shall not be liable for the payment of taxes or
other payments for which the Employee is responsible as result
of this Agreement or any other legal provision, and the
Employee shall be personally liable for such taxes and other
payments,
7.2. The Employee hereby agrees that the Company shall deduct
his/her Global Salary (a) the Employee's national insurance
fees; (b) income tax, (c) national health insurance fees; and
(d) other amounts required by law or the terms of this
Agreement. For the avoidance of any doubt, the Employee agrees
that the Company shall deduct the appropriate Israeli taxes
from any payment made to the Employee on the account of the
Employee's exercise of Company stock options arid the sale of
the resulting shares of Company stock. Such deductions shall
be made accordance with any relevant requirements imposed
under the relevant Stock Plan of the Company & parent. The
Company shall provide the Employee with documentation of such
deductions.
8. EMPLOYEE OBLIGATIONS
8.1. The Employee agrees to devote his/her entire business time,
energy, abilities and experience to the performance of his/her
duties, effectively and in good faith.
8.2. During the period of his/her employment the Employee shall not
be employed, whether or not during regular business hours, and
whether or not for pay by any other party other than the
Company, without the prior written consent of the Company.
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8.3. The Employee agrees to immediately inform the Company of any
Company issue or transaction in which the Employee has a
direct or indirect personal interest and/or where such issue
or transaction could cause a conflict of Interest for the
Employee in the fulfillment of his/her responsibilities as an
employee of the Company.
8.4. The Employee hereby gives Irrevocable instructions and
permission to the Company to deduct from any amounts owed to
the Employee by the Company, including amounts payable as
severance compensation, (a) any debt he/she has or will have
to the Company, and/or (b) any amount that was wrongfully or
mistakenly paid to him/her by the Company. Any such amounts to
be deducted shall be calculated in real terms as of the date
of the deduction, including linkage to the cost of living
index.
8.5. The Employee declares that the terms and conditions of his/her
employment are personal and confidential and will not be
disclosed by him/her.
8.6. The Employee declares that he/she is free to enter into this
Agreement and that he/she has no obligations of any kind to
any third party that would impair this Agreement, either as an
employee or an independent contractor. The Employee further
declares that as long as be/she remains an employee of the
Company he/she will not incur any such obligations.
8.7. (a) The Employee declares that he/she knows and is fully aware
that all the software written and/or sold and/or distributed
and/or developed and/or in the process of any of the
foregoing, by the Company or its employees or by .any other
person for the Company, even if its located at its offices or
with distributors of the software and/or customers and
business partners of the Company, constitute valuable property
and a business secret of the Company or of the Company's
clients and business partners. The Employee further
acknowledges that in the course of his/her employment, he/she
may learn of other confidential and proprietary information
and trade secrets of the Company and/or the Company's
customers and business partners. The Employee undertakes to
keep confidential all information about the software and.
other confidential and proprietary information and trade
secrets, and not to reveal such information to any person
whomsoever, neither during the period of his/her employment by
the Company nor subsequent thereto, and the Employee shall use
his/her best efforts to prevent the publication or disclosure
of any secret or process or information related to the
Company's or its customers' and business partners' software,
business, work methods, customers, suppliers, partners or any
other subject identified as confidential, which comes to
his/her knowledge during the term of his/her employment.
(b) The Employee undertakes not to make any copies whatsoever
of the software, nor to permit others so to do, nor to remove
from the offices of the Company or any other place of work to
which he/she may be sent by the Company, any document, disk,
magnetic tape or other media whatsoever which
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contain part of the software or data on the software of the
Company or any client, supplier, customer or business partner
of the Company.
(c) Notwithstanding the foregoing provisions, where the
Employee is specifically authorized to carry out certain work
at his/her home op elsewhere, he/she may take a copy only of
that software absolutely necessary in order far him/her to be
able to perform such work after registering each piece of
software so taken with the Company. Employee shall take all
reasonable steps to ensure the security of such software while
at his/her home, and upon completion of each part pf the work
being carried on at his/her home, he/she shall return to the
offices of the Company all copies of the software so prepared
or required for its preparation, and shall ensure that no
copies thereof remain at his/her home or on the computers
there located.
8.8. On the termination (for whatever cause and howsoever arising)
of his/her employment, the following shall apply:
(a) The Employee shall not at any time disclose to any third
party or use or seek to use or knowingly allow any third party
to use or seek to use any matter or information coming to
his/her knowledge or attention during the period of his/her
employment here. under which he/she knows or ought reasonably
to have known to be a trade secret of the Company or otherwise
of a confidential nature pursuant to Section 8.8, above,
provided that this sub-clause shall not operate so as to
prevent or restrict the Employee from using his/her own
personal knowledge or skill in business or trade in which
he/she may (subject to the provisions hereof) be lawfully
engaged following termination of his/her employment hereunder.
(b) The Employee undertakes that in his/her future work, after
completing his/her employment with the Company, he/she will
not utilize any procedures and/or programs and/or Company
materials or property and/or computer instructions and/or
parts of the software known to him/her as a result of his/her
employment that are not public knowledge, neither for his/her
own use for any other person or work or for the creation of
software products for himself and/or for the development of
software products for any other person, whether or not for a
fee or profit. This undertaking shall not prevent the Employee
from utilizing the general knowledge and experience that
he/she acquired during the term of his/her employment as
he/she sees fit, provided that he/she does not utilize the
knowledge he/she gained of the specific programs as set out
above.
(c) So long as Employee is employed by Company and for a
period of twelve (12) months after the termination of the
Employee's employment, the Employee agrees not to enter into
competitive activity, including becoming an owner, executive
officer, employee, or director of or consultant to, any firm
or person that competes with the Company or its affiliated
companies. For purposes of this Clause, "competitive activity"
shall mean any activity, without the written consent OF the
Board, consisting of the Employee's participation in the
management of, or his/her acting as a consultant for or
employee of, any business operation of any
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enterprise. If such operation engages in the development,
production, sale and/or marketing. of any product that
competes with any product developed and/or produced by Company
or jointly developed and/or produced with an affiliated
company, or in the process of being developed and/or produced
by the Company or in the process of being developed and/or,
produced jointly with an affiliated company, during the
Employee's employment or at the time of' the Employee's
termination, provided, however, that the Employee may own any
securities of any corporation that engaged in such business
and is publicly owned and traded but in any amount not to
exceed at any time 5% (five percent) of any class of stock or
securities of such company, so long as he/she has no active
role in the publicly owned and traded company as director,
employee, consultant, or otherwise. To remove all doubt,
nothing in this Section shall prevent the Employee from being
a consultant to or aw employee of a competitor of the Company
or an affiliated company during the term of this
non-competition clause provided that he/she does not work in
or with an operation of such competitor or does not otherwise
violate the terms of this Section.
(d) While employed by the Company and for twelve (12) months
following the termination of his/her employment, the Employee,
shall not directly or indirectly solicit, entice, persuade, or
induce any employee of the Company, or airy third party then
under contract to the Company, to terminate his/her employment
lay or contractual relationship with the Company, or to enter
into contractual relations with a competitor of the Company,
or authorize or assist in the taking of any such actions by
any third party.
(e) The Employee agrees that the time specified in this
Section (twelve (12) months) is reasonable in view of the
nature of the business of which the Company is engaged and
proposes to engage, his/her access to the confidential and
proprietary information of the Company and his/her knowledge
of the, Company's business. The restrictions upon the Employee
in this Agreement shall be fix addition to and not in
substitution for any obligations imposed upon him/her by law
in relation to, confidential information or otherwise, and so
that each of the foregoing restrictions in Sections 8.8 and
8.9, above, shall constitute separate agreements between the
Company and the Employee and shall be in addition to and not
in substitution for any obligations imposed upon him/her by
the general law.
(f) The Company and the Employee agree and stipulate that the
agreements and covenants not to compete contained in this
Agreement are fair and reasonable in their scope and duration
in light of alt the facts and circumstances of the
relationship between the Employee and the Company; however,
the Employee and the Company are aware that in certain
circumstances courts have refused `to enforce, certain
agreements not to compete. Therefore in furtherance and not in
derogation of the provisions of the preceding Sections, the
parties agree that in the event a court declines to enforce
the provisions of this Section 8.9, that those provisions
shall be deemed to be modified to restrict the Employee's
competition with the Company to the maximum extent, in both
time, content and geography,
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which a competent court shall find enforceable; however, in no
event shall those provisions be deemed more restrictive to the
Employee than those contained therein,
8.9. Upon termination of his/her employment, the Employee agrees to
assist the Company with an orderly transition of his/her
responsibilities The Employee further agrees that upon request
by the Company, and in any event upon. termination of the
Employee's employment, the Employee shall turn over to the
Company all. documents, papers or other material in the
Employee's possession or under the Employee's control which
may contain or be derived from confidential and proprietary
information, together with all documents, notes, or the
Employee's work products which are connected with or derived
from the Employee's services to the Company and all copies of
software obtained from the Company shall be either returned to
the Company or a appropriate, permanently deleted.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Employee declares that he/she is aware that anything that
is done by him/her in the Company or in connection with the
Company, whether it be an invention, a discovery, or the
development of an idea or a thing, all within the framework of
the Company's business (the "Development") shall belong to and
be controlled by the Company, unless the Board of Directors
shall, in writing, direct otherwise.
9.2. The Company shall have the right to fully utilize anti exploit
the Development, as it sees fit, including changing it,
registering part or all of it as a patent, whether in Israel
or abroad, selling it, transferring it to a third party, all
without being required to either receive the Employee's
consent or pay the Employee any additional payment for such
Development apart from any payment he/she receives pursuant to
this Agreement.
9.3. The Development and any subsequent intellectual property
arising there-from shall remain the sole property of the
Company even after the Employee's employment terminates for
any reason. The termination of this Agreement, whether due to
its breach or its own terms, shall not impair the Company's
exclusive rights in the Development.
9.4. The Employee may not do anything with the Development or any
related materials without the knowledge and prior consent of
the Company. The Employee declares that he/she neither has nor
will have any rights in the Development or its fruits and that
all rights to the Development and its fruits shall fully
reside in the Company.
9.5. In the event that at the time of the termination .pf the,
Employee's employment for any reason the Development has not
been completed, the Employee shall be prohibited from any
continued activity in connection with the subject of the
Development, alone or in concert with others, that is not
explicitly allowed in
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writing by the Company. The Company alone will be the sole
owner of the uncompleted Development and shall have the sole
right to complete the Development or to take any other action
in connection with the Development.
9.6. The Employee hereby assigns and agrees to assign the Company
or its parent, subsidiaries, or affiliates, as appropriate,
its successors, assigns or nominees, the Employee's entire
right, title and interest in any Developments, designs,
patents, inventions and improvements, trade secrets,
trademarks, copyrightable subject matter or proprietary
information which the Employee has made or conceived, or may
make or conceive, either solely or jointly with others, while
providing services to the Company, or with the use of the
time, material or facilities of the Company or relating to any
actual or anticipated business, research, development,
product, service or activity of the Company, or suggested by
or resulting from any task assigned to the Employee or work
performed by the Employee for or on behalf of the Company,
whether or not such work was performed prior to the date of
this Agreement. It is further agreed, that without further
charge to the Company, but at its expense, the Employee will
execute and deliver all such further documents as may be
necessary, including original applications and applications
for renewal, extension or reissue of such patents, trademark
registrations or copyright registrations, in any and all
countries, to vest title thereto in the Company, its
successor, assigns or nominees.
10. INJUNCTIVE RELIEF
The Employee acknowledges that disclosure of any Confidential Information breach
of any of the non-competitive covenants or agreements contained herein will give
rise to irreparable injury to the Company or clients of the Company,
inadequately compensable in damages. Accordingly, the Company or, where
appropriate a client of the Company, may seek and obtain injunctive relief
against the breech or threatened breach of the foregoing undertakings, in
addition to any other legal remedies which may be available. The Employee
further acknowledges and agrees that in the event of the termination of
employment with the Company, the Employee's experience and capabilities are such
that the Employee can obtain employment in business activities which are of a
different or non-competing nature with his/her activities as an employee of the
Company; and that the enforcement of a remedy hereunder by way of injunction
shall not prevent the Employee from earning a reasonable livelihood. The
Employee further ac wedges and agrees that the covenants herein are necessary
for the protection of the Company's legitimate business interests and are
reasonable in scope and intent.
11. GENERAL
11.1. It is agreed that the provisions of this Agreement represent
the full scope of the agreement between the parties and that
neither side shall be bound by any promises, declarations,
exhibits, agreements or obligations, oral or written, prior to
its execution that are not included in this Agreement. Any
changes or amendments to this Agreement must be in writing
arid signed by both parties.
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11.2. This Agreement shall be governed by, and construed and
interpreted under, the laws of the State of Israel. The
parties agree that any legal claim lodged by one party against
the other arising from the terms of this Agreement shall be
adjudicated only by the appropriate court in Jerusalem,
Israel.
11.3. If any provision of this Agreement shall be declared by a
court of competent jurisdiction to be invalid, illegal or
incapable of being enforced in whole or in part, the remaining
conditions and provisions or portions thereof shall
nevertheless remain in full force and effect and enforceable,
and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed herein,
11.4. The rights, benefits, duties and obligations under this
Agreement shall inure to, and be binding upon, the Company,
its successors and assigns, and upon the Employee and his/her
legal representatives. This Agreement constitutes a personal
service agreement, and the performance of the Employee's
obligations' hereunder may not be transferred or assigned by
the Employee.
11.5. The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of
this Agreement shall .not be construed as a waiver or
relinquishment of future compliance therewith or with any
other term, condition or provision hereof, and said terms,
conditions and provisions shall remain in full force and
effect. No waiver of any term or condition of this Agreement
on the part of either party shall be effective or any purpose
whatsoever unless such waiver is in writing and signed by such
party.
11.6. The headings of Sections are Inserted for convenience and
shall not affect any interpretation of this Agreement.
12. NOTICES
12.1. A notice that is sent by registered mail to a party at its
address as set forth in Section below, shall be deemed
received three (3) days after its posting, and the receipt
stamped by the post office shall represent definitive evidence
of the date of mailing. A notice that is delivered by hand
shall be deemed received upon actual receipt by the addresses
as evidenced by a declaration of the person making delivery
arid/or a signed receipt by the person receiving the notice.
12.2. The addresses of the parties for the purposes of this
Agreement are:
Atomica Israel Technologies Ltd.:
Building 98
Jerusalem Technology Park
Jerusalem 9148
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Employee:
Steven Steinberg
Rechov Hayasmin 258
Belt Shomesh, Israel 99591
IN WITNESS WHEREOF the parties have hereunto set their hands at the place and on
the date first above written.
Atomica Israel Technologies Ltd.
By /s/ Robert S. Rosenschien Employee /s/ Steven Steinberg
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