8-K/A









Exhibit 10.2  



EMPLOYMENT AGREEMENT 



        This
Employment Agreement (“Agreement”) is made and entered into on December
28, 2004 by and between (i) LUMENIS Ltd., with its principal offices at Yokneam Industrial
Park, Yokneam Israel (“Company”), and (ii) Ruth Shaked
(“Executive”). 



        WHEREAS,
the Company desires to employ and secure for itself the services of the Executive and the
Executive desires to accept employment with the Company all upon the terms and subject to
the conditions specified herein; and 



        WHEREAS,
the parties intend for the terms of this Agreement to replace and supersede all previous
agreements, understandings and provisions relating to services rendered by the Executive
to the Company; 



        NOW,
THEREFORE, in consideration of the premises and the mutual covenants, terms and conditions
hereinafter set forth, and for other good and valuable consideration, the receipt of which
is hereby specifically acknowledged, the parties hereto agree as follows: 



         1.    EMPLOYMENT.       
          The Company hereby employs the Executive in the capacity of the Vice President
          for Human Resources, under the direction and control of the Chief Executive
          Officer of the Company upon the terms and subject to the conditions set forth
          below. The Executive hereby accepts employment with the Company in such capacity
          upon the terms and subject to the conditions set forth below. 



    2.    DUTIES.



         (a)       
          Executive shall devote her full business time and attention to the business of
          the Company and shall perform her duties diligently and promptly for the benefit
          of the Company. During her engagement hereunder, Executive shall not, without
          the prior written consent of the Chief Executive Officer, undertake or accept
          any other paid or unpaid employment or occupation or engage in or be associated
          with, directly or indirectly any other business, duties or pursuits except for
          the minimis non-commercial or non-business activities. The Executive shall have
          responsibility for the Human Resources affairs of the Company and its
          subsidiaries, with the powers and duties as customarily assigned to such office
          and/or as otherwise may be defined by the CEO from time to time. 



         (b)       
          The Executive acknowledges and agrees that Executive’s position with the
          Company is one that requires a special measure of personal trust as defined
          under the Work and Rest Hours Law, 5711-1951, and therefore, the provisions of
          such law shall not apply to the Executive. The Executive further acknowledges
          and agrees that her duties and responsibilities may entail irregular work hours
          and extensive traveling and relocation, for which she is adequately rewarded by
          the compensations provided for in this Agreement. 



         (c)       
          While performing services for the Company, the Executive shall not engage in any
          activities that may interfere or conflict with the proper discharge of her
          duties hereunder. The Executive shall notify the Company immediately of every
          matter or transaction in which the Executive has a significant personal interest
          and/or which might create a conflict of interest with Executive’s position
          in the Company. 



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    3.    TERM AND TERMINATION.        This Agreement shall be in effect from January 1, 2005, subject to
the terms hereof, replaces and supersedes all prior arrangements, agreements and
understanding that may have existed between or for the benefit of the parties and shall
extend, until terminated as provided hereunder (“Term”). 



         (a)       
          The Agreement and the Executive’s employment may be terminated (i) at any
          time at the option of either the Executive or the Company, upon one hundred and
          eighty (180) days prior written notice (“Prior Notice”); (ii)
          upon the death of the Executive; (iii) in the event of the inability of the
          Executive to perform her duties hereunder, whether by reason of injury (mental
          or physical), illness or otherwise, incapacitating the Executive for a
          continuous period exceeding 90 consecutive days or a total of 90 non-consecutive
          days in any six month period; (iv) for Cause (as defined hereunder). For
          purposes of this Agreement, “Cause” shall consist of: 



	 	(a)	 Dishonesty
of the Executive affecting the Company; 






	 	(b) 	The
Executive’s conviction of a felony or of any crime involving moral
               turpitude, fraud or misrepresentation; 






	 	(c) 	Any
gross negligence or willful misconduct of the Executive resulting in
               material loss to the Company or any of its affiliates or material damage
to the                reputation of the Company or any of its affiliates; 






	 	(d) 	Any
material breach of any of the provisions of this Agreement. 






         (b)       
          In the event of a termination of this Agreement and the Executive’s
          employment by the Company pursuant to a Prior Notice, the Company shall be
          obligated to pay (i) Executive’s base salary and benefits through the Prior
          Notice period specified above, provided that the Executive continues her
          employment obligations through such period, and (ii) the lump sum severance
          payment pursuant to the Severance Payment Law, 5723-1963 (the “Severance
          Payment”). The Company shall have no further obligation to make any
          salary payments or provide any benefits to the Executive after the expiration of
          such Prior Notice period, except as required by applicable law. Notwithstanding
          the foregoing, the Company may, in its sole discretion, elect not to require the
          services of the Executive during the Prior Notice period, but in such case shall
          continue to pay the Executive’s base salary and benefits through such
          period. 



    4.    BASE SALARY.        As compensation for services rendered hereunder, the Company shall pay the
Executive, an annual base salary of U.S. $120,000 (one hundred and twenty thousand United
States Dollars), payable in twelve equal monthly installments in conformance with the
regular payroll dates and practices for salaried personnel of the Company during the term
of the Agreement. The Executive’s salary level shall be reviewed by the
Company’s Board of Directors pursuant to the recommendation of the CEO. 



         5.    BENEFITS.       
          In addition to the compensation set forth in paragraph 4 above, the Executive
          shall receive the following benefits from the Company, it being understood that
          any wage-based benefits shall be calculated exclusively on the basis of the base
          salary (without consideration to any other benefit): 



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         (a)       
          VACATION. The Executive may from time to time take vacation days in
          accordance with Company’s policy, up to 22 days per annum (twenty two), and
          coordinate it in advance with the Chief Executive Officer. Notwithstanding the
          aforesaid, the Executive will not be entitled to accumulate or be paid in lieu
          of unused vacation hours, other than such vacation days during a certain fiscal
          year in which Executive was employed by the Company or terminated employment
          with the Company. 



         (b)       
          CERTAIN BENEFITS. The Company shall grant the Executive with all social
          benefits, such as pension, life insurance, health insurance, disability
          insurance, certain saving programs, including, inter alia, an
          “Advanced Study Fund” (to which the Company shall pay, on a monthly
          basis, an amount equal to 7.5% of the base salary against deduction of 2.5% of
          the base salary and transfer thereof to the Advanced Study Fund),
          “Management Fund” (to which the Company shall pay, on a monthly basis,
          contributions in an amount equal to 13 1/3% (severance 8 1/3% and 5% savings) of
          the base salary and disability insurance (Ovdan Kosher Avoda) according to
          Company policy, against deduction from the base salary of an amount equal to 5%
          of the base salary as Executive’s contribution towards savings to the
          Management Fund) and others as are granted to the Company’s senior
          executives in the Executive’s rank and under their usual terms pursuant to
          the Company’s policy in effect from time to time, provided that nothing
          contained in this subsection (b) shall prohibit the Company from amending,
          revising, restricting, reducing or eliminating any or all of such benefits
          provided to the Company’s employees and senior executives, as a result of
          the Company’s financial conditions or prospects. Without derogating from
          the proviso stated in the immediately preceding sentence, the Management Fund
          and Advanced Study Fund shall be released to the Executive without
          restriction upon expiration or termination of the employment relationship
          contemplated by this Agreement, except for release of the portion of the
          Management Fund accrued in respect of severance payments in the event
          termination is for “Cause” as defined herein. 



         (c)       
          PERFORMANCE BONUS The Executive will be eligible to participate at a rate
          of 50% of the Executive’s annual base salary in the Company’s Bonus
          Plan for Executive Officers at a participation rate for meeting targets as will
          be set by the CEO in writing and as shall be approved each calendar year by the
          Board of Directors of the Company. 



         (d)       
          OPTIONS. The Executive will be granted with 50,000 (fifty thousand)
          options, pursuant to the terms of the 2003 Israeli Share Option Plan. Said
          options will be exercisable in 4 equal installments every anniversary following
          the date of grant, the first 12,500 options will vest in January 1, 2006. 



        Moreover,
the Executive will be eligible to receive periodic grants of options as part of the total
compensation as recommended by the CEO in writing and approved by the Board of Directors
of the Company, consistent with the Company’s practice of compensating executive
officers and as per stock option plans in effect from time to time. Nothing in this
subsection (d) shall require the Company to grant to the Executive a specific or minimum
number of options at or during any period of time. 



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         (e)       
          CERTAIN REIMBURSEMENTS. 



		              (i)          The
Executive shall be entitled to full reimbursement from the Company for           expenses
incurred during the performance of her duties upon submission of           substantiating
documents, according to the Company’s standard policy.  







		              (ii)          The
Executive shall be entitled to (A) use a Company vehicle in accordance with           the
Company’s policies with respect to the type of vehicle and coverage of
          certain related costs and expenses; and (B) one fully paid phone line.  







         6.    CONFIDENTIALITY.       
          In consideration of the Company’s agreements hereunder, and in further
          consideration of the benefits accruing to the Executive hereunder, the Executive
          hereby agrees that she shall not, directly or indirectly, disclose or use at any
          time, either during or subsequent to her employment with the Company, any trade
          secrets or other confidential information, whether patentable or not, of the
          Company, its subsidiaries or its affiliates now or hereafter existing, including
          but not limited to, any (i) processes, formulas, trade secrets, innovations,
          inventions, discoveries, improvements, research or development and test results,
          specifications, data and know-how; (ii) marketing plans, business plans,
          strategies, forecasts, unpublished financial information, budgets, projections,
          product plans and pricing; (iii) personnel information, including organizational
          structure, salary, and qualifications of employees; (iv) customer and supplier
          information, including identities, product sales and purchase history or
          forecasts and agreements; and (v) any other information which is not known to
          the public (collectively, “Confidential Information”), of which
          the Executive is or becomes informed or aware during the employment, whether or
          not developed by the Executive. This covenant shall survive the termination of
          the Executive’s employment hereunder, and shall remain in effect and be
          enforceable against the Executive for so long as any such Confidential
          Information retains economic value, whether actual or potential, from not being
          generally known to other persons who can obtain economic value from its
          disclosure or use. The Executive agrees to execute such further agreements
          and/or confirmations of the Executive’s obligations to the Company
          concerning non-disclosure of Confidential Information as the Company may
          reasonably require from time to time. Upon termination of this Agreement, or at
          any other time upon request of the Company, the Executive shall promptly deliver
          to the Company all physical and electronic copies and other embodiments of
          Confidential Information and all memoranda, notes, notebooks, records, reports,
          manuals, drawings, blueprints and any other documents or things belonging to the
          Company, and all copies thereof, in all cases, which are in the possession or
          under the control of the Executive. 



     7.    NON-COMPETITION AND NO SOLICITATION.



         (a)       
          Upon termination of this Agreement the Executive agrees that for a period of one
          (1) year she will not directly or indirectly solicit any business from
          individuals or entities that are customers at the time of the termination of
          this Agreement of the Company, any of its subsidiaries or affiliates, without
          the prior written consent of the CEO. 



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         (b)       
          For a period of one (1) year from the date of termination of this Agreement
          without the prior written consent of the CEO, the Executive shall not employ,
          offer to employ, or in any way directly or indirectly solicit or seek to obtain
          or achieve the employment by a business or entity which directly or indirectly
          competes with the Company or any of its affiliates of any person employed by
          either the Company, its subsidiaries, affiliates, or any successors or assigns
          thereof (except with respect to the Executive’s personal assistant) now or
          during a one (1) year period from the date of the Executive’s termination
          of employment, except for those employees who have left the Company, its
          subsidiaries, affiliates, or any successors or assigns thereof more than one (1)
          year prior to the date of the Executive’s termination of employment with
          the Company. 



         (c)       
          For a period of one (1) year from the date of termination of this Agreement,
          without the prior written consent of the CEO, the Executive shall not
          participate, directly or indirectly whether for her own account or as advisor,
          principal, agent, partner, officer, director, joint venture, employee,
          stockholder, associate or consultant of, in any Business Entity (except for an
          interest of less than 5% in any entity whose securities are traded in any stock
          exchange market). For purposes of this paragraph 7(c), the term “Business
          Entity” shall mean any person, partnership, corporation or other business
          entity that is involved in any competition with any business carried on by the
          Company or its affiliates or subsidiaries prior to the date of this Agreement or
          hereafter conducted by the Company or its affiliates or subsidiaries during the
          term of this Agreement anywhere in the world. 



         (d)       
          The parties hereto agree that the duration and area for which the covenant not
          to compete set forth in paragraph 7(c) above is to be effective and reasonable,
          in terms of their geographical and temporal scope. In the event that any court
          determines that the time period and/or area are unreasonable and that such
          covenant is to that extent unenforceable, the parties hereto agree that such
          covenant shall remain in full force and effect for the greatest period of time
          and in the greatest geographical area that would not render it unenforceable. In
          addition, the Executive acknowledges and agrees that a breach of paragraph 6,
          sections (a), (b) or (c) of this paragraph 7 or paragraph 8 hereunder, shall
          cause irreparable harm to the Company, its subsidiaries, and/or its affiliates
          and that the Company shall be entitled to specific performance of this Agreement
          or an injunction without proof of special damages, together with the costs and
          reasonable attorney’s fees and disbursements incurred by the Company in
          enforcing their rights under paragraph 6, this paragraph 7 or paragraph 8. 



         8.    CREATIONS AND INVENTIONS. 



         (a)       
          The Executive hereby assigns to the Company or its designated affiliates all of
          the Executive’s rights, title and interest in and to all inventions,
          copyrightable works, Confidential Information, discoveries, processes, designs,
          works of authorship and other intellectual property and all improvements on
          existing inventions, discoveries, processes, designs, works and other
          intellectual property made or discovered by the Executive during her employment
          with the Company (collectively, “Inventions”). 



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         (d)       
          The Executive shall, at any time during or subsequent to her employment
          hereunder, render the Company all assistance it may request or require to
          secure, file, record, assign, license, defend or enforce the Invention
          (including the execution of affidavits or applications deeds of assignment, and
          the provision of testimony or evidence), and the Executive shall do so without
          any additional compensation. 



    9.    DEDUCTIONS AND WITHHOLDINGS.        The Company shall be entitled to deduct and withhold from any amount
payable to the Executive, whether pursuant to this Agreement or otherwise, any and all
taxes, withholdings or other payments as required under any applicable law. 



    10.    NO ASSIGNMENT BY EXECUTIVE.        The Executive shall have no right to assign any of the rights
or to delegate any of the duties created by this Agreement and any assignment or attempted
assignment of the Executive’s rights, and any delegation or attempted delegation of
the Executive’s duties, shall be null and void. The Company retains the right at any
time to assign any of its rights or delegate any of its duties under this Agreement. 



         11.    CONDITIONS.       
          The Executive represents that she has full authority to enter into this
          Agreement and that the performance of her duties under this Agreement will not
          interfere with or violate the terms of any other agreement, arrangement or
          understanding. 



         12.    BENEFIT.       
          Except as otherwise expressly provided herein, this Agreement shall inure to the
          benefit of and be binding upon the parties hereto and their respective heirs,
          beneficiaries, personal representatives, successors and assigns. 



         13.    NOTICES.       
          All notices hereunder shall be in writing and delivered by hand or faxed or
          mailed to the address stated below of the party to which such notice is given,
          or to such changed address as such party shall have given to the other party by
          written notice provided, however, that any notice of change of address
          shall be effective only upon receipt by the other party. 




	 	To the Company:	 
	 	 	 
	 	 	Lumenis Ltd.

P.O. Box 240

Yokneam Israel

	 	 	
Attention: Chief Executive Officer
	

 	To Executive:	_____________
_____________
_____________









    14.    SEVERABILITY OF PROVISIONS.        If any of the provisions of this Agreement is held invalid, such
provisions shall be severed and the remainder of the Agreement shall remain in force and
shall not be affected thereby. 



    15.    NO ORAL CHANGES.        This instrument constitutes and contains the entire Agreement between
the parties except as otherwise expressly stated herein. This Agreement may be changed
only in writing, and must be signed by the party against whom enforcement of any waiver,
modification, discharge or other change is sought. 



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         16.    WAIVER.       
          Neither party’s failure to insist upon strict compliance with any of the
          terms, covenants or conditions hereof shall not be deemed a waiver of such term,
          covenant or condition, nor shall any waiver or relinquishment of any right or
          power hereunder at any one or more times be deemed a waiver or relinquishment of
          such right or power at any other time or times. 



    17.    ENTIRE AGREEMENT.        The Agreement contained in this instrument supersedes and cancels any and
all prior agreements between the parties hereto, express or implied, written or oral,
relating to the subject matter hereof. This Agreement sets forth the entire agreement
between the parties hereto with respect to the subject matter hereof. 



    18.    GOVERNING LAW; SUBMISSION TO JURISDICTION.        This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel. Any litigation concerning any claims
under or breach of this Agreement shall be brought exclusively in the competent courts of
the Tel-Aviv or Jaffa District. 



    19    DESCRIPTIVE HEADINGS.        The paragraph headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement. 



         20.    COUNTERPARTS.       
          This Agreement may be executed in counterparts, each of which shall be deemed an
          original, and all such counterparts shall constitute one and the same
          instrument. 



    21.    CORPORATE APPROVAL.        This Agreement and the terms and provisions hereof, shall be subject to the
approval of the Company’s Board of Directors. 







        IN
WITNESS WHEREOF, Each of the Company and the Executive has executed this Agreement, as of
the day and year first above written. 



Lumenis Ltd.



By:       ______________

Name:     ______________

Position: Chief Executive Officer





Ruth Shaked


______________




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