8-K/A








Exhibit 10.1  



EMPLOYMENT
AGREEMENT 



This Employment Agreement
(“Agreement”) is made and entered into as of November 16, 2004 by and between
(i) LUMENIS LTD., with its principal offices at Yokneam Industrial Park, Yokneam, Israel
(“Company”), and (ii) Daphna Kedmi (“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: 






	 	a.	The
Company hereby employs the Executive in the capacity of Vice President,           General
Counsel and Corporate Secretary, under the direction and control of the           CEO
upon the terms and subject to the conditions set forth below.  






	 	b.	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 CEO, 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 de minimis
          non-commercial or non-business activities. The Executive shall have
          responsibility for the legal 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, for which she is adequately rewarded by the
          compensations provided for in this Agreement.  






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	 	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.  






	 	3.	TERM
AND TERMINATION: 






	 	a.	This
Agreement shall be effective from the date hereof. The Executive will           commence
work on February 1, 2004 subject to the terms hereof.  






	 	b.	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 ninety (90) 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 (other than as permitted by applicable law), incapacitating the
          Executive for a continuous period exceeding 60 consecutive days or a total of
60           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 ;  






	 	(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.  






	 	c.	In
the event of a termination of this Agreement and the Executive’s
          employment by the Company without Cause or by the Executive for good cause,
          including, without limitation, where the Executive’s duties are diminished
          or any of the terms of this Agreement are not performed by the Company
          or, the Executive is required to relocate or, compensation and benefits due to
          him are reduced, or in the event of a Change of Control (as such term is
defined           in the Lumenis Ltd. Share Option Plan) ,or in the event of a change of
          management of the Company, the Company shall only 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”) (iii) base salary and benefits for a 9 month period, in
          addition to the Prior Notice, that will be paid to Executive in equal monthly
          installments in conformance with regular payroll dates and practices for
          salaried senior personnel or in a lump sum, at the employee’s sole
          discretion; and (iv) a participation bonus (as described in section 6 hereof)
          pro rata for the period for which the Executive was employed in the Company
          during the calendar year in which termination occurs and for which bonus is
          granted. The Company shall have no further obligation to make any salary
          payments or provide any benefits to the Executive. 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. If the Executive issues a Prior Notice, the Company shall be
obliged to           pay the Executive’s base salary and benefits through the Prior
Notice           period specified above, provided that the Executive continues her
employment           obligations through such period. In such circumstances,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 and as described hereunder.  






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	 	d.	In
the event of a termination of this Agreement and the Executive’s
          employment by the Company without Cause or by the Executive for good cause as
          described in Section 3c. above, all of the Executive’s unvested options
          will vest upon the date of the Prior Notice.  






	 	4.	BASE
SALARY: The Company shall pay the Executive an annual base salary of           U.S$
200,000 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): 






	 	a.	VACATION:
The Executive shall be entitled to 22 (Twenty Two) business           days of vacation
per year in accordance with Company’s policy. The specific           dates of such
vacations shall be coordinated in advance with the CEO.           Notwithstanding the
aforesaid, the Executive will not be entitled to accumulate           or be paid in lieu
of unused vacation hours.  






	 	b.	CERTAIN
BENEFITS: The Company shall grant the Executive 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), and           “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, 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. The Executive will be           entitled to continue payments and contributions to
the Management Fund and           Advanced Study Fund in favor of the Executive prior to
the date hereof. 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 termination of the
employment relationship contemplated           by this Agreement and the Company will
issue a letter in that regard, except for           release of the portion of the
Management Fund accrued in respect of severance           payments in the event that
Severance Payment is not due to the Executive under           applicable law.  






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	 	6.	PERFORMANCE
BONUS: The Executive will be eligible to participate in the           Company’s
Bonus Plan for Executive Officers at a participation rate of 100%           of the annual
salary based on targets as will be set by the CEO and as shall be           approved each
calendar year by the Board of Directors of the Company. 






	 	7.	STOCK
OPTIONS: The Executive will be eligible to receive a grant of           100,000 stock
options pursuant to the 2003 Israeli Stock Option Plan provided           however that
the options will vest over a 3 year period, 33.33% each year. The           first
installment will vest in November 2005. 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 section 7 shall require the Company to grant to
the Executive a           specific or minimum number of options at or during any period
of time. 






	 	8.	CERTAIN
REIMBURSEMENTS: The Executive shall be entitled to full           reimbursement (“gross
up”) from the Company for the use of at least a           2000 liter company car to
be available for the use of the Executive and her           family, (per company’s
practice for executives), cellular phone, two home           telephone/internet lines, an
annual health check up at the Tel Hashomer Seker           facility and a health
insurance plan for the Executive and her family. Expenses           incurred by the
Executive during the performance of her duties will be           reimbursed upon
submission of substantiating documents, according to the           Company’s
standard policy. All travel by the Executive, international and           domestic, will
be in business class 






	 	9.	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 he 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. 






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	 	10.	NON-COMPETITION
AND NON SOLICITATION.






	 	a.	Upon
termination of this Agreement the Executive agrees that for a period of two           (2)
years 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.  






	 	b.	For
a period of two (2) years 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 two (2) 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, provided, however, that (i) an employee recruited by the
Company at           the specific request of the Executive and (ii) used to work with the
Executive           in the past, will not be subject to such limitation.  






	 	c.	For
a period of two (2) years 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 10 (c), the term “Business
          Entity” shall mean any person, partnership, corporation or other business
          entity that at the time of the Executive’s involvement with the Company 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.  






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	 	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
9,           sections (a), (b) or (c) of this paragraph 10 or paragraph 11 hereunder,
shall           cause irreparable harm to the Company, its subsidiaries, and/or its
affiliates.  






	 	11.	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”).  






	 	b.	Promptly
upon the development, making, creation, or discovery of any invention,
          discovery, process, design, work, intellectual property or improvement, the
          Executive shall disclose the name to the Company and shall execute and deliver
          to the Company such reasonable documents as the Company may request to confirm
          the assignment of the Executive’s rights therein, and if requested by the
          Company, shall assist the Company, and shall execute any necessary documents,
at           the Company’s expense, in applying for and prosecuting any patents and
any           trademark or copyright registration which may be available in respect
thereof.  






	 	c.	The
Executive further agrees that the wages provided for the Executive’s
          services should be her sole compensation for the assignment to the Company of
          all rights to Inventions and other rights granted to the Company under this
          Agreement. The Executive hereby waives any residual moral or statutory right
          respecting the Invention (to the extent it may exist and be waivable) and to
the           extent such right may be non-waivable under any law, the Executive hereby
grants           the Company an option to acquire the same for the consideration of one
(1) U.S.           Dollar, the receipt and sufficiency of which is hereby acknowledged.
In case any           Invention is described in a patent application or is disclosed to
third parties           by the Executive within two (2) years after termination of the
Executive’s           employment hereunder, it shall be presumed that the Invention
was conceived or           made during the period of the Executive’s employment for
the Company, and           the Invention shall be assigned to the Company as provided by
this Agreement.  






	 	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.  






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	 	12.	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. 






	 	13.	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. 






	 	14.	CONDITIONS:
The Executive represents that he 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. 






	 	15.	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. 






	 	16.	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:






	 	
Daphna
Kedmi






	 	
79
Hagalil st.






	 	
Ganei
Tikva Israel








	 	17.	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. 






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	 	18.	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. 






	 	19.	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. 






	 	20.	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. 






	 	21.	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 and Jaffa District. 






	 	22.	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. 






	 	23.	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. 






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        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:         Avner Raz

Position: President & Chief Executive Officer




Executive



____________________

Daphna Kedmi




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