Unassociated Document


     

    Exhibit
10.1

     

    
      Amendment
No. 1 to the Executive Employment Agreement

      Between

      Dynamics
Applications Corp.

      


      A company
incorporated under the laws of Delaware having its principal office at 7,
Menachem Begin Street, Ramat Gan, Israel 52521

      ("Dynamic" or the "Company")

      


      And

      Asher
Zwebner

      


      This
Amendment No. 1 to the Executive Employment Agreement, dated October 13, 2009
(this “Amendment”), between Dynamic and Asher Zwebner (the
“Executive”).

      


      Whereas,
the Executive is currently employed by the Company pursuant to terms and
provisions of the Executive Employment Agreement dated October 2008 (the
“Agreement”);

      


      Whereas,
each of the Company and the Executive agree to amend and supersede certain terms
and provisions of the Agreement by entering into this agreement to provide for
the term and compensation of the Executive by the Company upon the terms and
provisions set forth herein.

      


      
        
          	
                	
                  1. 

                	
                  Section
      3 of the Agreement is hereby amended to extend the Term to October 31,
      2010.

                


        

      

      


      
        
          	
                	
                  2. 

                	
                  Section
      4 is hereby deleted in its entirety and replaced with the
      following:

                


        

      

      


            The
Executive shall be entitled to 500,000 shares of common stock of the Company
(the "Shares") as full and complete consideration for his services to the
Company, subject to the entitlement to such Shares pursuant to the terms and
conditions of the Notice of Restricted Stock Award and Restricted Stock
Agreement attached hereto as Exhibit 1. Said
Shares shall be subject to a one-year lock-up from the date of issuance as
provided in Section 3.1 of such Restricted Stock Agreement and subject to other
applicable restrictions under applicable securities laws and
regulations.

      


      
        
          	
                	
                  3. 

                	
                  Section
      6 is hereby deleted in its entirety and replaced with the
      following:

                


        

      

      


      Termination of Employment. At
any time and with or without any reason, either the Company or the Executive can
terminate this Agreement, provided that the party terminating employment
provides the other party no less than 30 days’ prior written
notice.  Following termination of the Executive’s employment, the
Executive shall reasonably cooperate with the Company in all matters relating to
the winding up of pending work on behalf of the Company and the orderly transfer
of work to other employees of the Company.  The Executive shall also
reasonably cooperate in the defense of any action brought by any third party
against the Company that relates in any way to the Executive’s acts or omissions
while employed by the Company, provided that any such cooperation shall be at
the reasonable expense of the Company and at a rate of remuneration to be
mutually agreed upon by the parties.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  4. 

                	
                  Other
      than as expressly provided for herein and Exhibit 1
      hereto, all the other terms and provisions of the Agreement shall remain
      in full force and effect.

                


        

      

      


      


      In
witness whereof, the parties hereto have signed this Amendment as of the day,
month and year first written above.

      


       

      
        
          	
                  COMPANY:

                	
                  EXECUTIVE:

                
	 
      	 
      
	
                  DYNAMICS
      APPLICATION CORP.

                	 
      
	 
      	 
      
	 
      	 
      
	
                  By: /s/ Ori Goore        

                	
                  /s/
      Asher Zwebner        

                
	
                  Name:Ori
      Goore

                	
                  Asher
      Zwebner

                
	
                  Title:Chief
      Executive Officer

                	 
      


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
1

      


      DYNAMIC
APPLICATIONS CORP.

       

       

      NOTICE OF RESTRICTED STOCK
AWARD

      


      You have
been granted restricted Common Stock, par value US $0.0001 each (the “Stock”), of Dynamic
Applications Corp. (the “Company”). The terms and
conditions attached hereto under the Restricted Stock Agreement are also a part
hereof.

      


      
        	
                Name
      of Grantee (the “Grantee”):

              	
                Asher
      Zwebner

              
	 
      	 
      
	
                Date
      of Grant:

              	
                October
      13, 2009 (Closing
      Date)

              
	 
      	 
      
	
                Total
      Number of Stock granted (“Restricted
      Stock”)

              	
                500,000

              
	 
      	 
      
	
                Purchase
      Price

              	
                US
      $0.00

              
	 
      	 
      
	
                Vesting
      Commencement Date:

              	
                October
      13, 2009

              
	 
      	 
      
	
                Vesting
      Schedule (Release from Repurchase Option)

              	
                Subject
      to the provisions of the Restricted Stock Agreement attached hereto, the
      Restricted Stock will vest on a monthly basis during the 12
      months following the date hereof, such that 8.33% of the Restricted
      Stock shall vest and be released from the Company’s Repurchase Option at
      the lapse of each month of continued employment subsequently thereafter
      (beginning with the lapse of October 2009).

              
	 
      	 
      
	 
      	 
      


      

      


      -
Signature Page to Follow -

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      - 2 -

       

       

       

      Capitalized terms used but not defined
herein shall have the meaning assigned to them in the Plan. By your signature below and the
signature of the Company’s authorized representative below, you and the Company
agree that the Restricted Stock is granted under and governed by the terms and
conditions of the Plan, a copy of which is attached hereto as Exhibit
A and made an integral
part of this Notice. While certain terms and conditions are included in
this Notice, such terms and conditions shall not in any way derogate from the
applicability of all other terms and conditions set forth in the Plan, and
therefore, you are urged to review  the entire Plan and make yourself
familiar with the terms and conditions of the Plan. The Grantee, by its
signature below, hereby confirms that he/she has had an adequate opportunity to
review the terms of the option grant, including, the Plan, this Notice, the
Trust Agreement and any other documents ancillary thereto and, if she/he so
desires, to seek advice of legal counsel.

      


      To the extent a 102 Option Award is
designated above, you declare and acknowledge: (i) that you fully understand
that Section 102 of the Israeli Income Tax Ordinance and the rules and
regulations enacted thereunder apply to the Restricted Stock specified in this
Notice and to you, and (ii) that you understand the provisions of Section 102,
the tax track chosen and the implications thereof. With respect to Restricted
Stock granted under Section 102, the terms of such Restricted Stock shall also
be subject to the terms of the Trust Agreement made between the Company and the
Trustee for the benefit of the Grantee, as well as the requirements of the
Israeli Income Tax Commissioner. The grant of Restricted Stock is conditioned
upon the Grantee signing all documents requested by the Company or the Trustee,
in accordance with and under the Trust Agreement.  To the extent
applicable, a copy of the Trust Agreement is available for the Grantee’s review,
during normal working hours, at Company’s offices.

      


      In the event of any inconsistency or
contradiction between any of the terms of this Notice and the provisions of the
Plan, the terms and provisions of this Notice letter shall prevail.

      


      


      


      


      
        	
                Grantee

              	 
      	
                  Dynamic
      Applications Corp.

              
	
                 

                /s/
      Asher Zwebner

              	 
      	 
      	
                 

                /s/
      Ori Goore

              
	 
      	 
      	
                By:

              	
                Ori
      Goore

              
	
                Printed
      name

              	
                Asher
      Zwebner

              	 
      	
                Title:

              	
                Chief
      Executive Officer

              
	
                Date:

              	
                October
      13, 2009

              	 
      	
                Date:

              	
                October
      13, 2009

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 3
-

         

         

         

      

      DYNAMIC
APPLICATIONS CORP. (THE “COMPANY”)

       

       

      RESTRICTED
STOCK AGREEMENT

       

       

      
        	
                1.  

              	
                GRANT
      OF RESTRICTED STOCK

              


      

       

      
        
          	
                	
                  1.1. 

                	
                  Restricted Stock. On the
      terms and conditions set forth in the Notice of Restricted Stock Award
      attached hereto (the “Notice of Restricted Stock
      Award”) and this Restricted Stock Agreement, the Company grants to
      the Grantee, on the Date of Grant the number of Restricted Stock set forth
      in the Notice of Restricted Stock
Award.

                


        

      

       

      
        	
                2.  

              	
                REPURCHASE
      OPTION

              


      

       

      
        
          	
                	
                  2.1. 

                	
                  In
      the event that Grantee’s employment is terminated or ceases to be employed
      with the Company or an affiliate of any of the foregoing (collectively a
      “Service
      Provider”) then, upon the effective date of such termination or
      cessation of employment the Company shall have the right, but not the
      obligation (the “Repurchase Option”), for
      a period of ninety (90) days from such date, to repurchase any Restricted
      Stock which have not yet been released from the Repurchase Option as of
      the effective date of such termination (the “Unreleased Stock) at no
      cost.  The Repurchase Option shall be exercised by the Company
      by delivering written notice to the Grantee during the period specified
      above or, in the event of the Grantee's death, to the Grantee's executor.
      Upon delivery of such notice the Company shall become the legal and
      beneficial owner of the Unreleased Stock being repurchased and all rights
      and interests and obligations therein or relating thereto, and the Company
      shall have the right to retain and transfer to its own name the number of
      Unreleased Stock being repurchased by the
  Company.

                


        

      

       

      
        
          	
                	
                  2.2. 

                	
                  The
      Company in its sole discretion may designate and assign one or more
      employees, officers, directors to exercise all or a part of the Company’s
      Repurchase Option to purchase all or a part of the Unreleased
      Stock.

                


        

      

       

      
        	
                3.  

              	
                TRANSFER
      OR ASSIGNMENT OF STOCK

              


      

       

      
        
          	
                	
                  3.1. 

                	
                  The
      Restricted Stock and the rights and privileges conferred hereby shall not
      be sold, pledged or otherwise transferred (whether by operation of law or
      otherwise) for 12 months after the Closing Date, or October 13, 2010,
      notwithstanding the fact that the Restricted Stock have been released from
      the Repurchase Option, and shall not be subject to sale under execution,
      attachment, levy or similar process, other than by will or by the laws of
      descent.

                


        

      

       

      
        
          	
                	
                  3.2. 

                	
                  The
      Grantee hereby agrees that to ensure compliance with the restrictions
      referred to herein, the Company may issue appropriate “stop transfer”
      instructions to its transfer agent, if any, and that, if the Company
      transfers its own securities, it may make appropriate notations
      to the same effect in its own
records.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 4
-

         

         

         

      

      
        	
                4.  

              	
                VESTING

              


      

       

      
        
          	
                	
                  4.1. 

                	
                  The
      Restricted Stock shall vest in installments, as set forth in the Notice of
      Restricted Stock Award. No Unreleased Stock shall become vested and
      released from the Company’s Repurchase Option after your service as a
      Service Provider of the Company ceases or
  terminates.

                


        

      

       

      
        	
                5.  

              	
                RESTRICTIONS
      ON TRANSFER

              


      

       

      
        
          	
                	
                  5.1. 

                	
                  Securities Law Restrictions.
      Regardless of whether the offering and sale of Restricted Stock
      under the Plan have been registered under the United States Securities Act
      of 1933, as amended (the “Securities Act”) or have
      been registered or qualified under the securities laws of any state, the
      Company at its discretion may impose restrictions upon the sale, pledge or
      other transfer of such Restricted Stock (including the placement of
      appropriate legends on Stock certificates or the imposition of
      stop-transfer instructions) if, in the judgment of the Company, such
      restrictions are necessary or desirable in order to achieve compliance
      with the Securities Act, the securities laws of any state or any other
      law.

                


        

      

       

      
        
          	
                	
                  5.2. 

                	
                  Investment Intent at Grant.
      The Grantee represents and agrees that the Restricted Stock will be
      held for his/her own account for investment, and not with a view to the
      sale or distribution thereof.

                


        

      

       

      
        
          	
                	
                  5.3. 

                	
                  The
      Grantee shall not dispose of any Restricted Stock in transactions that, in
      the opinion of counsel to the Company, violate the Securities Act, or the
      rules and regulations thereunder, or any applicable state securities or
      “blue sky” laws, including the securities laws of the State of
      Israel.

                


        

      

       

      
        
          	
                	
                  5.4. 

                	
                  If
      any Restricted Stock shall be registered under the Securities Act, no
      public offering (otherwise than on a national securities exchange, as
      defined in the Securities Exchange Act of 1934, as amended) of any
      Restricted Stock shall be made by the Grantee (or any other person) under
      such circumstances that he or she (or such other person) may be deemed an
      underwriter, as defined in the Securities
Act.

                


        

      

       

      
        
          	
                	
                  5.5. 

                	
                  Legends. The Grantee
      understands and agrees that the Company shall cause the legends set forth
      below, or substantially equivalent legends, to be placed upon any
      certificate(s) evidencing ownership of the Unreleased Stock, together with
      any other legends that may be required by the Company or by applicable
      state or federal securities
laws:

                


        

      

       

      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE
ACT.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 5
-

         

         

         

      

      
        
          	
                	
                  5.6. 

                	
                  Administration. Any
      determination by the Company and its counsel in connection with any of the
      matters set forth in this Section 5 shall be conclusive and binding on the
      Grantee and all other
persons.

                


        

      

       

      
        	
                6.  

              	
                TAXES;
      INDEMNIFICATION

              


      

       

      
        
          	
                	
                  6.1. 

                	
                  Any
      tax consequences arising from the grant of Restricted Stock, from the
      payment for Restricted Stock covered thereby, from the sale of the
      Restricted Stock or the expiration of the Restricted Period or from any
      other event or act (of the Company and/or its Subsidiaries and/or the
      Grantee) (each a “Tax
      Event”), hereunder, shall be borne solely by the
      Grantee.  The Company and/or its Subsidiaries shall withhold
      taxes according to the requirements under the applicable laws, rules, and
      regulations, including withholding taxes at source. Furthermore, the
      Grantee shall agree to indemnify the Company and/or its Subsidiaries and
      hold them harmless against and from any and all liability for any such tax
      or interest or penalty thereon, including without limitation, liabilities
      relating to the necessity to withhold, or to have withheld, any such tax
      from any payment made to the
Grantee.

                


        

      

       

      
        
          	
                	
                  6.2. 

                	
                  The
      receipt of this Restricted Stock may result in tax consequences. THE
      GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX
      CONSEQUENCES OF RECEIVING THE RESTRICTED
STOCK.

                


        

      

       

      
        	
                7.  

              	
                MISCELLANEOUS
      PROVISIONS

              


      

       

      
        
          	
                	
                  7.1. 

                	
                  Rights as a Stockholder.
      During the Restricted Period the Grantee shall possess all incidents of
      ownership of such Restricted Stock, including the right to receive
      dividends with respect to such Restricted Stock and to vote such
      Restricted Stock.

                


        

      

       

      
        
          	
                	
                  7.2. 

                	
                  No Retention Rights.
      NOTHING IN THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT TO
      CONTINUE IN EMPLOYMENT OR IN DIRECTOR, OFFICE HOLDER, SERVICE PROVIDER OR
      CONSULTANT RELATIONSHIP FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE
      WITH OR OTHERWISE RESTRICT IN ANY WAY THE RIGHTS OF THE COMPANY (OR ANY
      SUBSIDIARY EMPLOYING OR RETAINING THE GRANTEE) OR OF THE GRANTEE, WHICH
      RIGHTS ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE HIS OR HER
      SERVICE AT ANY TIME FOR ANY REASON, WITH OR WITHOUT
  CAUSE.

                


        

      

       

      
        
          	
                	
                  7.3. 

                	
                  Notice. Any notice
      required by the terms of this Restricted Stock Agreement shall be given in
      writing and shall be deemed effective given the earlier of (i) when
      received, (ii) when delivered personally, (iii) 1 business day
      after being delivered by facsimile (with receipt of appropriate
      confirmation), (iv) 1 business day after being deposited with an
      overnight courier service or (v) 4 days after being deposited in the
      U.S. mail, First Class with postage prepaid, and addressed to the parties
      at the addresses provided to the Company (which the Company agrees to
      disclose to the other parties upon request) or such other address as a
      party may request by notifying the other in
  writing.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      - 6
-

       

       

       

      
        
          	
                	
                  7.4. 

                	
                  Entire Agreement. The
      Notice of Restricted Stock Award, this Restricted Stock Agreement and the
      Plan constitute the entire contract between the parties hereto with regard
      to the subject matter hereof. They supersede any other agreements,
      representations or understandings (whether oral or written and whether
      expressed or implied), which relate to the subject matter
      hereof.

                


        

      

       

      
        
          	
                	
                  7.5. 

                	
                  Choice of Law. This
      Restricted Stock Agreement shall be governed by, and construed in
      accordance with, the laws of Delaware, as such laws are applied to
      contracts entered into and performed in such State, except that any
      matters concerning the applicable tax regime shall be governed by the
      applicable tax laws.

                


        

      

       

      
        
          	
                	
                  7.6. 

                	
                  Amendment. This
      Restricted Stock Agreement shall not be amended, modified or varied by any
      oral agreement or representation or otherwise other than by written
      instrument executed by both
parties.

                


        

      

       

      
        
          	
                	
                  7.7. 

                	
                  Invalidity. If any
      provision of this Restricted Stock Agreement and/or the Plan attached
      hereto shall be adjudicated to be invalid or unenforceable, such
      provisions shall be deemed amended to delete therefrom the portion thus
      adjudicated to be invalid or unenforceable, such deletion to apply only
      with respect to the operation of such provision in the particular
      jurisdiction in which such adjudicate is made. In addition, if any
      particular provision contained in this Restricted Stock Agreement shall
      for any reason be held to be excessively broad as to duration, geographic
      scope, activity or subject, it shall be construed by limiting and reducing
      such provision as to such characteristic so that the provision is
      enforceable to fullest extent compatible with the applicable law as it
      shall then appear.

                


        

      

       

      
        
          	
                	
                  7.8. 

                	
                  Successors.  Any
      successor to the Company (whether direct or indirect and whether by
      purchase, merger, consolidation, liquidation or otherwise) to all or
      substantially all of the Company’s business and/or assets shall assume the
      obligations under this Agreement and agree expressly to perform the
      obligations under this Agreement in the same manner and to the same extent
      as the Company would be required to perform such obligations in the
      absence of a succession.  For all purposes under this Agreement,
      the term “Company” shall include any successor to the Company’s business
      and/or assets which executes and delivers the assumption agreement
      described in this Section or which becomes bound by the terms of this
      Agreement by operation of law.  Subject to the restrictions on
      transfer set forth in this Agreement, this Agreement shall be binding upon
      Grantee and his heirs, executors, administrators, successors and
      assigns.

                


        

      

       

      
        
          	
                	
                  7.9. 

                	
                  Assignment. The rights
      granted to the Grantee under this Agreement are not assignable by the
      Grantee, except to its Permitted Transferees (as defined in the
      Stockholders Agreement).