fs10901_x109-nair.htm


EXHIBIT 10.9 EMPLOYMENT AGREEMENT OF LIOR CARMELI, CEO

 

EMPLOYMENT AGREEMENT made entered into  on this 1st day of July  2009





BETWEEN:





Baby's Breath Ltd. a company registered under the laws of the State of Israel, Registration Number 51-3076943 (the “Company”)

 

and

 


	
  
	
Lior Carmeli I.D. No 024263105 of Moshav Kochav Michael, Meshek 92

 





	
  
	
(the “employee").









	
WHEREAS
	
Company is interested in employing the employee in the capacity of  Chief Executive Officer "CEO" and the employee desires to be so employed by the Company, all in accordance with the terms and conditions set forth below








NOW THEREFORE, the parties hereto agree as follows:





 


	
1.  
	
PREAMBLE and INTERPRETATION




 






	
1.1  
	
The preamble to this Agreement is an integral part thereof.

 





	
1.2  
	
The use of clause headings and the list of contents are inserted for ease of reference only, and are not intended to affect the contents of the particular clauses.








 


	
2.  
	
EMPLOYMENT




 






	
2.1  
	
The Employment by the Company of the Employee shall commence on June 17, 2009 (commencement) and the Employee shall be employed full time in the capacity of Chief Executive Officer (“CEO”) of the Company. The Employee will perform all the duties and exercise all the powers of his office
and such other functions within the Company. The Employee shall be under the direct supervision of and comply with the directives of the Board of Directors, and will promptly whenever required so to do, give a full account to the Board of all matters with which he is entrusted and supply the company with all information or reports concerning the company and the carrying out of his duties as directed or as required by the company.

 






 



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2.2  
	
The Employee will be employed full-time and will dedicate all his time and attention, exclusively and to the best of his ability to fulfil his duties to the company and pledges not to be engaged in or concerned or carry on or assist with any business, either as an employee or in any other capacity in any business, commercial activity, whether in receipt
of payment or not, during the entire period of employment with the company, including outside working hours, or on weekends or during  holidays, without the prior written agreement of the company.  For the sake of elucidation, the limitations of this clause will not detract from obligations of the worker as described in addendum B attached.

 





	
2.3  
	
Either of the parties to this agreement may terminate this Agreement at any time  by written notice of at least thirty (30)days prior to such termination. (Notice of termination).

 




Notwithstanding the above, the employee agrees to accompany the company through the entire process of flotation / public offering.






	
2.4  
	
Notwithstanding the above, the company is entitled to terminate the employment of the employee or to reduce the period of notice of termination whether tendered  by the employee or by the company, provided that the employee will be  eligible to receive his basic wage as mentioned in the addendum  A as if he was employed the
company until completion of the notice of termination as mentioned in clause 2.3 above.

 





	
2.5  
	
In the event of the Employee tendering his notice without fulfilling his obligations of  notice of termination , the company will be entitled to deduct from any amount owing the employee, an amount equal to the normal wage that would  have been payable for the period of the notice of termination during which the employee did not work,
as reparation agreed in advance. This, without detracting from the right of the company to demand damages incurred instead of the above reparation, for damages that were caused by the Employee not giving advance notice as required.

 






 



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2.6  
	
Notwithstanding the above, and without detracting from their rights according to the agreement, the Company may terminate the employment of the Employee without advance notice of termination and with Cause according to law and / or agreement. Termination of Employment hereunder shall be deemed for “Cause” in the event : (1 ) the Employee embezzles
company monies; or (2 ) The employee willfully or materially breaches the terms of this Agreement; or (3 ) the employee, engages in gross neglect, insubordination or gross dereliction of his duties hereunder; or (4 ) the employee engages in willful misconduct; or (5 ) the employee committed a criminal offence or was convicted of a criminal violation or (6) the employee is not able to fulfill his duties in the company during period of more than 60 (sixty) consecutive days.

 





	
2.7  
	
The employee will not have the right to make a lien on assets of the company or on company equipment or any other items including vehicle or cellular phone that have been given to him for his use, or information or confidential information  as described in appendix B to this agreement (" equipment
of the company " ) in his possession. The employee will return all equipment of the company that is in his possession not later than the day of termination of employer employee relations when going on notice, or 30 days (including leave due to advance notice of termination) – before his departure, or within 7 days from receipt of a request to do so by the company.




 


	
3.  
	
SPECIAL AGREEMENT




 

 It is agreed between the parties that this Agreement is personal and specific to the Employee and that the position of Employment is a management position which requires a special measure of personal trust, as stipulated in the Working Hours and Rest Law, 1951.
In light of such trust relations, the provisions of the said Law will not apply to the Employee's employment by the Company and the Employee shall not be entitled to the provisions of any collective bargaining agreement which exist or shall exist do not, and will not, apply to the employment of Employee, whether such agreement was signed among the government, the General federation of Labor and Employers' organizations, or any such parties, or whether signed by others, in relation to the field or fields of the
Company or in relation to the category of employees to which Employee belongs and whenever so required for the proper fulfillment of his duties or work the Employee may be required to work extra hours without further remuneration in excess of the normal hours of work of the Company; the employee will not be entitled to demand or accept payment for overtime for any and all hours spent while discharging his duties for the Company. The employee declares that the financial interpretation of this clause has been taken
into account when defining the remuneration as described in appendix A to this agreement.

 



 



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4.  
	
RENUMERATION




 

In consideration for the employee working for the company and carrying out his obligations according to this agreement, and in accordance with the terms of this agreement and the appendices hereto, the employee will be entitled to a salary and terms and benefits as described in Appendix A attached.

 


	
5.  
	
CONFIDENTIALITY




 


	
5.1  
	
The Employee must not during the Employment or for a period of 6 years thereafter disclose to any third party or body outside of the company any information of the following :

 





	
5.1.1  
	
All Confidential Material or information or other documents, or property which may have come into his possession or under his control in the course of the Employment

 





	
5.1.2  
	
All Confidential Material or information or property which relate in any way to the Company shareholders or their families, including their business affairs, properties, obligations and any other business and/ or personal  information relating to the above.

 





	
  
	
5.1.3
	
All confidential material or information that could directly or indirectly cause the company damage.










 



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5.2  
	
The Employee will not divulge any information relating to the company business and operations, and shall not in any way damage the company reputation, and shall not make any use of such information apart from the carrying out of his duties for the company. On signing this agreement the employee will sign a confidentiality agreement with the company regarding
non-disclosure, non competition, and intellectual property rights to the company, or any subsidiaries or any holding companies of the company as set out in appendix B.








 


	
6.  
	
OBLIGATIONS AND DECLARATIONS




 

The Employee declares and states as follows:






	
6.1
	
That he is not obligated by any existing obligation or other hindrance, whether by law, by Agreement, or in any other way, to his employment by the Company in the Position and to the performance of his obligations herein.









	
6.2
	
That he is not in breach of any rights or obligations owing to a previous employer and /or a third party.





	
  
	 




	
6.3
	
That he does not suffer from any ailment or that there is no health reason that prevents him or hinders him from carrying out his duties as described herein.









	
6.4
	
       That he will advise the company immediately and without delay of any event or matter in which he has a personal interest or a personal issue of his immediate family that may cause a conflict of interest with his position with the company.





	
  
	 




	
6.5
	
That he will not receive any benefit or additional payment from a third party, whether directly or indirectly for his duties with the company. A violation of this clause will without detracting from the company's rights according to the agreement and the law, will entitle the company to claim the benefit or remuneration as belonging to the company and will entitle the company to deduct the value of the benefit from
any amounts due to the employee.




 


	
6.7
	
That he agrees that from time to time he may be required to travel and work abroad as may be required for the proper fulfillment of his duties.










 



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6.8
	
That he will make use of the company property only for the fulfillment of his duties in his position with the company and he agrees and is aware that the company may carry out inspections at the work premises and on the company computers including electronic mails sent and received and the use of internet and content of all these programs. To clarify it is declared that all findings of the inspections will remain the
property of the company.









	
6.9
	
In any event of the termination of this agreement for any reason, the Employee will cooperate with the company and to the best of his ability assist in the orderly transfer of his position with the company and with the orderly training of his replacement and shall provide the company with any document or information whether written, photographed or recorded or any other information that he received or was provided with
by the company in the course of his carrying out his position.




 


	
7.  
	
GENERAL INSTRUCTIONS




 


	
7.1
	
This Agreement represents the entire understanding and agreement between the parties hereto and supersedes all prior negotiations, representations and agreements made by and between the parties prior to this Agreement, whether in writing, orally or in any other form.




 


	
7.2
	
This Agreement may be amended only by a written document signed and executed by all parties hereto and any amendment purportedly made in any other way shall not be binding on the parties hereto.




 


	
7.3
	
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, and the competent Courts in Tel-Aviv-Jaffa will have the sole jurisdiction in any dispute arising hereunder.




 


	
7.4
	
In case one or more of the provisions contained in this Agreement or the appendices shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement.




 



 



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7.5
	
The employee declares that he has read all the clauses and fully understands all clauses and appendices of this agreement and he accepts all clauses unconditionally and he is signing this agreement and appendices freely and in full acceptance thereof.




 


	
7.6
	
Any notices required to be given under the provisions of this Agreement shall be in writing and correctly addressed to the relevant party's address as they appear in the preamble to this agreement and shall be deemed to have been duly served if hand delivered or sent by facsimile or by registered or recorded delivery post and shall be deemed to be received four working days after the date delivered to the postal
office and if delivered by hand on the date of delivery provided a receipt of delivery was obtained.












IN WITNESS whereof this Agreement has been executed by the parties





/s/Golan Gilad                                                                              /s/Lior
Carmeli

The Company: Baby's Breath, Ltd.                                          The Employee

Signed By:  Golan Gilad

Position: CEO

Date:





 



  



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Appendix A – REMUNERATION

 


	
1.  
	
Salary




 


	
1.1  
	
The Company will pay the Employee in return for his work a monthly salary in the amount of 12,000 NIS Gross Salary (Basic Salary).




 


	
1.2  
	
In the event that the company public offering takes place, the employee will be entitled to a gross basic salary of 32,000 NIS. The employee will be entitled to receive a supplement of the difference in salary (to the full amount of 32,000 NIS) for the period he received a basic salary of 12,000 NIS.




 


	
1.3  
	
In the event that the employment of the employee is terminated before the public offering takes place, the employee will not be entitled to receive a supplement payment as described in 1.2 above.




 


	
2.  
	
Insurance Policy








According to the decrees from time to time of the Tax authorities, and according to the maximum amount allowed, the Company shall effect a Managers' Insurance Policy (hereinafter the "Policy") in the name of Employee  and (1) the company shall pay an amount equal to  5% of
the Basic salary on account of such Policy on behalf of Employee and shall deduct 5% from the Employee's  Basic Monthly Wage to be paid on behalf of the Employee towards such Policy (the division of savings and risk within the policy shall be decided at the sole discretion of the Employee). (2) The company shall pay 8.33% of the Basic salary be on account of severance pay and (3) Up to a further 2.5% of
Employee's Basic Salary on account of disability insurance payments.

The Employee instructs the company to transfer payments towards the Policy from the Employees monthly salary. For avoidance of doubt, the Employee shall bear all taxes and any other applicable payments related to the above benefit should the amounts accumulated surpass the maximum amount that is tax free.

 



 



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3.  
	
Release of Funds

 





	
  
	
Without detracting from the rights of the company by Law and or the employment agreement, as far as amounts paid by the company the Management insurance will be transferred to the Employee on completion of his duties and fulfillment of all obligations on termination of employment, for whatever reason, except for those reasons as stated in clause 2.6 of this agreement.

 




It is hereby declared that clause 14 of the Severance pay law of 1963 will be effected whereby according to the general approval of the employers payment to a pension fund or management insurance policy, instead of severance pay as per this agreement, the amounts accumulated in lieu of severance pay in the policy will be payable instead of
Severance pay to the Employee and shall be considered full payment of severance pay due. The amount of severance pay accumulated in the policy will be released to the Employee even if the Employee terminated employment on his own accord unless termination was due to any reason as stated in clause 2.6.

In accordance with the law, the company waives the right to a refund of monies paid to the Employee, unless the Employee's right to severance pay have been revoked according to the clauses described in this agreement and in clauses 16 and 17 of the above law or if the employee withdrew funds from the Policy or pension fund due to an entitling
event. Such an entitling event is death, disability or retirement at age 60 or over.

 


	
4.
	
Education Fund

 




From the date of public offering, the Company shall effect an education fund and shall pay a monthly amount to the fund in accordance with the law. The employee will be entitled to a retroactive payment to the fund from the commencement of his employment. The company will bear the tax costs of payment to the fund over and above the 2.5%
payment by the employee.

 



 



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5.
	
Vacation, Sick Leave, Recreation Payment:




 

Employee shall be entitled to an annual vacation of 24 (twenty four) days that may be accumulated and may be converted into cash payments in an amount equal to the proportionate part of the Basic Salary according to law. The times that vacation days are to be taken shall be decided
by the Employee and as far as possible according to the request of the company.

 

Employee shall be entitled to paid Sick Leave days according to law. The employee shall be entitled to Recreation Payment, for number of days in accordance with the law, to be paid at the end of each work year, in the amount per day according to law.

 


	
6.  
	
Car

 




The company will provide the employee with a car of group 4 during the first year, which will be grossed up fully  The company shall bear all taxes and any other applicable costs related to the above benefit including maintenance, license, insurance and petrol as against the submission of a tax Invoices. The company shall not bear
the costs of traffic fines, parking tickets or fines of any kind. The Employee will ensure that the terms of the clauses of the insurance policy are upheld. From the second year, if the employee requires, the company will provide a car of group 5 instead of group 4.






	
7.  
	
Mobile Phone and Telephone expenses




 

The Company shall place at the Employee's disposal, for his own exclusive use to carry out his employment, a mobile phone of the Company, and shall bear all related expenses, conversations, maintenance, repairs and insurance and shall gross up the tax charged on the Employee in respect of this benefit. The telephone line shall belong to
the company. Within 7 days of termination of employee employer relations, the Employee shall return the phone to the company.






	
8.  
	
Expenses

 




The company shall  reimburse the Employee for business related expenses incurred in the carrying out of his duties and as approved in advance in writing by the company, on presentation of a tax invoice that reflect the payment of the expense and according to the company policy as defined from tome to time.

 



 



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9.  
	
Taxes

 




The Company shall deduct at source all taxes or payable or other compulsory payments payable by the Employee as required by law for payments made to the employee or amounts received by him for any benefits he may be entitled to receive.

 


	
10.  
	
Shares




 

The employee will be entitled to a 4% share in the company before the public offering to be allocated over a period of 3 years:

1.33% to be allocated after one year of employment

1.33% to be allocated at the end of the second year of employment

1.34% to be allocated ate the end of the third year of employment.





In the event of a dividend payment being payable before the allocation of the full amount of shares, the employee will be entitled to a dividend payment based on 4% of company shares.

 

/s/Golan Gilad                                                              /s/Lior Carmeli





  



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