6. Termination for Cause. The Company may immediately terminate the employment relationshipfor Cause, and such termination shall be effective as of the time of notice of the same. “Cause”means (a) a material breach of this Agreement; (b) any willful failure to perform or willfulfailure to perform competently any of the Company’s instructions or any of the Employee’sfundamental functions or duties hereunder; (c) engagement in willful misconduct or acting in badfaith with respect to the Company, (d) conviction of a felony involving moral turpitude; or (e) anycause justifying termination or dismissal in circumstances in which the Company can deny theEmployee severance payment under applicable law.7. Notice Period; End of Relations. During the Notice Period and unless otherwisedetermined by the Company in a written notice to the Employee, the employment relationshiphereunder shall remain in full force and effect, the Employee shall be obligated to continue todischarge and perform all of his duties and obligations with Company, and the Employee shallcooperate with the Company and assist the Company with the integration into the Company of theperson who will assume the Employee’s responsibilities.Covenants8. Proprietary Information; Assignment of Inventions and Non-Competition. By executing thisAgreement the Employee confirms and agrees to the provisions of the Company’s ProprietaryInformation, Assignment of Inventions and Non-Competition Agreement attached as Schedule A hereto.Salaryand Additional Compensation; Insurance; Advanced Study Fund9. Salary. The Company shall pay to the Employee as compensation for the employmentservices a base salary in the gross amount of NIS25,000 (the “Salary”). The parties agree that theSalary includes all payments due from the Company for any and all daily travel costs to which hemay be entitled under any applicable law, collective bargaining agreements or orders, to the extentany apply. Except as specifically set forth herein, the Salary includes any and all payments towhich the Employee is entitled from the Company hereunder and under any applicable law, regulationor agreement. The Salary and any other amount to be paid to the Employee by the Company under thisAgreement, is to be paid to the Employee in accordance with the Company’s normal and reasonablepayroll practices, after deduction of applicable taxes and like payments.Position of Trust. The Employee agrees that Employee’s position is one that requires aspecial measure of personal trust and loyalty. Therefore, the provisions of the Hours of Work andRest Law-1951 shall not apply to the Employee and the Employee shall not be entitled to anycompensation for working more than the maximum number of hours per week set forth in such Law inaddition to the compensation set forth in this Section 9.10. Manager’s Insurance 10.1. The Company will insure the Employee under a “Manager’s Insurance Policy” to be selected bythe Company (the “Policy”), and shall remit to the Policy as follows: (i) an amount equal to 5% ofthe Salary for savings and risk component; (ii) an amount equal to 8 1/3% of the Salary forseverance pay component (the “Severance Pay Component”); and (iii) amount of up to 2.5% (two andhalf percents) of the Salary for loss of earning capacity component, (collectively, the “Company’sContribution”). In addition, the Company shall deduct from the Employee’s Salary an amount equal to5% of the Salary, which it shall remit to the Policy for the savings and risk component (the“Employee’s Contributions”).10.2. The Company undertakes to transfer the Policy to the Employee within a reasonable time aftertermination of the Employee’s employment with the Company, whether terminated by the Company or theEmployee.
 
 

 
10.3. The Company’s Contributions will be in lieu of the severance pay that the Employee will beentitled to in the event of his termination, all in accordance with the provisions of Section 14 ofthe Severance Pay Law, 5723-1963. The Employee’s signature on this Agreement represents theEmployee’s agreement to the content of this section. The Company waives in advance any right it mayhave in the future for the return of the Company’sContributions, or any of them, unless:10.3.1. The Employee’s entitlement for severance pay has been deprived by a judgment, under theprovisions of sections 16 or 17 of the Severance Pay Law, 5723-1963, and as long as it was sodeprived; or10.3.2. The employee has withdrawn monies from the Policy not in circumstances of death, disabilityor retirement at the age of 60 or more.A copy of the Order and Confirmation Regarding Payments of Employers to Pension Funds andInsurance Funds instead of Severance Pay is attached as Schedule B to this Agreement.10.4. The Company’s Contribution to the Policy shall be calculated solely based on the Salary, andthe Employee’s entitlement to severance pay, if any, shall be calculated solely based on the Salaryand no other payment, right or benefit to which the Employee is entitled under this Agreement or bylaw shall be taken into account in such calculations.11. Further Education Fund. The Company together with the Employee will maintain a FurtherEducation Fund (“Keren Hishtalmut”). Each month, the Company shall contribute to such fund anamount equal to 7.5% of the Salary and the Employee shall contribute to such fund an amount equalto 2.5% of the Salary. All of the Employee’s aforementioned contributions shall be transferred tothe fund by the Company by deducting such amounts from each monthly Salary payment. Notwithstandingthe aforesaid, the Employee may instruct the Company in writing to pay him directly, together withhis/hers monthly Salary and after deducting the applicable taxes, the amount exceeding the incometax exempted amount. For the avoidance of doubt, no amount remitted by the Company in respect ofthis Section 11 shall be considered as part of the Salary for purposes of any deduction therefromor calculation of severance pay.Additional Benefits12. Expenses. The Company will reimburse the Employee for business expenses borne by theEmployee, provided that such expenses were approved in advance by the Company, and against validinvoices furnished by the Employee to the Company.13. Vacation. The Employee shall be entitled to 16 paid vacation days during each year, tobe taken at times subject to the reasonable approval of the Company. Up to 15 of unused vacationdays may be carried forward from one year to the next and any such carried unused vacation dayshall be forfeited without any payment at the end of the second year. The Employee shall notreceive payment in lieu of any accrued and unused vacation days, except in the context of histermination in accordance with applicable law.14. Sick Leave; Recuperation Pay. The Employee shall be entitled to sick leave andRecuperation Pay (“Dmei Havra’a”) pursuant to applicable law.15. Company Car. Employee shall be entitled to the full time use of a class 2 Company car.The Company shall pay all the expenses in connection with the maintenance and use of the said car,except for the applicable tax and other payments as set forth below. Employee hereby undertakes touse the car reasonably and properly, as if he owned the car, and to return the car to Companyimmediately upon the termination of this Agreement. The Employee shall be liable for any and allincome tax liability applicable to the Company providing him with the car. The Employee herebycovenants to pay and to bear any fine regarding parking violation, traffic violation or any otherviolation, and to bear any expensewith respect to any trial or other proceeding thereto and Employee hereby irrevocably authorizesand instructs Company to deduct from the Salary any costs incurred due to any violation of law.
 
 

 
16. Options. The Employee shall be granted options to purchase up to 1,500,000 shares ofCommon Stock of the Parent, pursuant to the option agreement to be signed by the Employee and theParent.Miscellaneous17. The laws of the State of Israel shall apply to this Agreement and the sole and exclusive placeof jurisdiction in any matter arising out of or in connection with this Agreement shall be theTel-Aviv Regional Labor Court. The provisions of this Agreement are in lieu of the provisions ofany collective bargaining agreement, and therefore, no collective bargaining agreement shall applywith respect to the relationship between the parties hereto (subject to the applicable provisionsof law). No failure, delay of forbearance of either party in exercising any power or righthereunder shall in any way restrict or diminish such party’s rights and powers under thisAgreement, or operate as a waiver of any breach or nonperformance by either party of any terms ofconditions hereof. In the event it shall be determined under any applicable law that a certainprovision set forth in this Agreement is invalid or unenforceable, such determination shall notaffect the remaining provisions of this Agreement unless the business purpose of this Agreement issubstantially frustrated thereby. The preface and schedules to this Agreement constitute anintegral and indivisible part hereof. This Agreement constitutes the entire understanding andagreement between the parties hereto, supersedes any and all prior discussions, agreements andcorrespondence with regard to the subject matter hereof, including, without limitation, thePrevious Agreement, and may not be amended, modified or supplemented in any respect, except by asubsequent writing executed by both parties hereto. The Employee acknowledges and confirms that allterms of the Employee’s employment are personal and confidential, and undertake to keep such termin confidence and refrain from disclosing such terms to any third party.