ex101.htm


    Exhibit 10.1

     

     

    
      	
               
      

            	
              PERSONAL
      CONTRACT OF
EMPLOYMENT

            


    

     

    
      	
               
      

            	
              Made
      and signed on the 27th day of November
2006

            


    

     

     

    
      	
               

            	
               

            


    

     

    
      
        	BETWEEN:	
                PIMI
      MARION HOLDINGS LTD, PC 513497123

              
	 	 
	
                 
      

              	
                of
      POB 117, Hotzot Alonim 30049

              


      

    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Company”)

            


    

     

    
      	
               
      

            	
              of
      the one part

            


    

     

    
      	
              AND:

            	
              YUVAL
      SELAI, ID 54960158

            


    

     

    
      	
               
      

            	
              of
      2A Hashomrim, Kiriat Tivon 36034

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Employee”)

            


    

     

    
      	
               
      

            	
              of
      the other part

            


    

     

    
      	
              WHEREAS

            	
              the
      Company wishes to engage the Employee as its CEO (hereinafter referred to
      as “the
      position”), in accordance with the terms and conditions
      hereof;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      Employee wishes to be engaged by the Company in the position, and has
      presented himself as having the know-how, ability, experience and
      qualifications suitable for performing the
  position;

            


    

     

    
      	
              AND
      WHEREAS

            	
              the
      parties wish to define and regulate their legal relationship, as provided
      above and below in this agreement;

            


    

     

     

    
      	
               
      

            	
              ACCORDINGLY,
      IT IS AGREED BETWEEN THE PARTIES AS
      FOLLOWS:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.

            	
              General

            


    

     

    
      	
               
      

            	
              1.1

            	
              The
      recitals and appendices to this agreement constitute an integral part
      thereof.

            


    

     

    
      	
               
      

            	
              1.2

            	
              This
      contract is personal and special and regulates the relationship between
      the Company and the Employee and exclusively determines the terms and
      conditions of the Employee’s engagement by the
  Company.

            


    

     

    
      	
               
      

            	
              1.3

            	
              The
      Employee shall devote all his energy and expertise to promoting the
      Company’s interests in the scope of his work, and shall represent it
      loyally, reliably, with maximum effort and honestly, putting his ability
      and qualifications to maximum use and in accordance with his position and
      the instructions given to him and the assignments with which he is charged
      from time to time, by the Company’s board of directors, and subject to the
      framework and scope of the position agreed upon between the
      parties.

            


    

     

    
      	
               
      

            	
              1.4

            	
              The
      Employee undertakes to perform his position conscientiously and loyally
      [and] to use all his qualifications, knowledge and experience for the
      Company’s benefit and advancement, to a high and efficient standard and as
      determined by the Company’s board of directors. The Employee shall be
      subordinate to the Company’s board of
directors.

            


    

     

    
      	
               
      

            	
              1.5

            	
              The
      Employee shall notify the Company, immediately and without delay, of any
      matter or subject in which he and/or any of his family members and/or
      relatives and/or close associates and/or any entity and/or person related
      to him has a personal interest and/or that might create a conflict of
      interests with his position in the Company and/or with the Company’s
      activity.

            


    

     

    
      	
               
      

            	
              1.6

            	
              The
      Employee shall not accept a benefit from any third party in consequence of
      and/or in connection with his work for the Company, unless the Company’s
      board of directors has agreed thereto in
  writing.

            


    

     

    
      	
              2.

            	
              The
      scope and period of the
employment

            


    

     

    
      	
               
      

            	
              2.1

            	
              The
      Employee’s engagement by the Company shall commence on 1st December
      2007.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Each
      party may bring the contractual relationship pursuant hereto to an end on
      written notice of 60 days until the Company raises capital from external
      investors and from such time on, written notice of 90 days (hereinafter
      referred to as “the
      notice”). Subject to the provisions of clause 2.3 below, the
      Employee shall be entitled, during the notice period, to all the terms
      pursuant to the agreement.

            


    

     

    
      	
               
      

            	
              2.3

            	
              Once
      notice has been given as aforesaid by one of the parties, this agreement
      shall terminate at the end of the period of time specified in sub-clause
      2.2 above, the employment relationship between the parties shall be
      severed on the date specified in the notice and the following provisions
      shall apply:

            


    

     

    
      	
               
      

            	
              2.3.1

            	
              the
      Employee shall work during the notice period and shall continue to perform
      all his obligations to the Company, unless the Company instructs him
      otherwise;

            


    

     

    
      	
               
      

            	
              2.3.2

            	
              the
      Employee shall hand over the position in an orderly manner to whomever the
      Company directs;

            


    

     

    
      	
               
      

            	
              2.3.3

            	
              the
      Employee shall give the Company all the documents, equipment, information
      and any other material coming into his possession or prepared by him in
      connection with his work until the employment’s
    termination.

            


    

     

    
      	
               
      

            	
              2.4

            	
              The
      Employee shall work for the Company full-time as of the date on which the
      Company raises capital from external
investors.

            


    

     

    
      	
              3.

            	
              Salary
      and other payments

            


    

     

    
      	
               
      

            	
              3.1

            	
              In
      respect of his employment in accordance with clause 2.4 above, the Company
      shall pay the Employee a salary of NIS 30,000 a month plus VAT,
      against a tax invoice that shall be issued by the Employee (hereinafter
      referred to as “the
      consideration”).

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      consideration shall be paid to the Employee once a month, by no later than
      the 10th day of each Gregorian month, for the previous
    month.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Notwithstanding
      the provisions of clause 3.1 above, until the date on which the Company
      raises capital from an external investor, the Company shall pay the
      Employee, from the consideration, a sum of NIS 15,000 together with VAT,
      and the balance of the consideration shall accrue to the credit of the
      Employee and shall be paid to him after the raising of capital as
      aforesaid. After the raising of capital, the Company and the Employee
      shall agree on a salary increase, provided that the Employee, as the
      Company’s CEO, presents a business plan to the board of directors showing
      that it will be possible to pay him the increased
  salary.

            


    

     

    
      	
               
      

            	
              3.4

            	
              In
      the event that, prior to the raising of capital mentioned in sub-clause
      3.3 above, the Company faces a cash flow problem or other budgetary
      difficulties, the parties agree that the Company’s board of directors
      shall have exclusive authority to decide that instead of NIS 15,000
      plus VAT, the Employee shall be paid NIS 10,000 plus VAT, and the
      balance of the consideration shall accrue to his credit as set forth in
      sub-clause 3.3 above.

            


    

     

    
      	
               
      

            	
              3.5

            	
              It
      is agreed and warranted that the above consideration is the full
      consideration for the Employee’s engagement and is in the amount of the
      employer’s cost gross and embodies all the social and/or other benefits
      due to the Employee as an employee of the Company, including – and without
      derogating from the generality of the aforesaid – provisions for executive
      insurances, provisions for severance pay in accordance with section 28 of
      the Severance Pay Law, 5723-1963, provisions for pension funds and
      vocational studies funds, convalescence pay, sick leave pay, leave pay,
      redemption of sick pay, redemption of leave pay and any other
      consideration due to the Employee pursuant to the law. The consideration
      shall be revised in accordance with the increase in the convalescence pay
      tariffs pursuant to the provisions of the extension
  order.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              3.6

            	
              The
      Employee shall himself deduct from the consideration all the deductions
      required pursuant to the law, including national insurance, income tax and
      employer-employee provisions in respect of social benefits, such as leave
      pay, sick pay, convalescence pay, severance pay and the like. The parties
      agree that the Employee shall not have any plea against the Company
      regarding any additional salary due to him in respect of his work, besides
      the consideration.

            


    

     

    
      	
               
      

            	
              3.7

            	
              It
      is agreed that the consideration payable to the Employee pursuant hereto
      also includes all the amounts due to the Employee in respect of overtime
      or work on days of rest and if the Employee did not work overtime, the
      consideration to which he would be entitled would be 25% less than the
      consideration he is actually receiving. If, notwithstanding the aforesaid,
      the Company is called upon to pay, by reason of a claim of the Employee,
      additional consideration in respect of overtime and/or work on days of
      rest, the Employee undertakes to repay the additional consideration he
      receives in the amount of 25% of his salary as aforesaid. For the
      avoidance of doubt, the Employee hereby grants the Company permission to
      set off, from any consideration due to him from the Company, the
      additional consideration as
aforesaid.

            


    

     

    
      	
               
      

            	
              3.8

            	
              It
      is hereby expressed and agreed that the consideration has been determined
      having regard to the fact that the total consideration embodies all the
      salary elements due to the Employee for his work and that the Company
      shall not have any additional costs in respect of his employment and/or
      the termination thereof, including, and without derogating from the
      generality of the aforesaid, various social terms, severance pay and any
      wage to which the Employee is entitled or it is determined that he is
      entitled thereto. If, notwithstanding the aforesaid, the Company is called
      upon to pay, by reason of a claim of the Employee, any additional
      consideration in respect of a deduction pursuant to the law, including
      national insurance, income tax and employer-employee provisions in respect
      of social benefits, such as leave pay, sick pay, convalescence pay,
      severance pay and the like, the Employee undertakes to repay the
      additional consideration received by him to the Company, in the amount of
      35% of his salary as aforesaid. For the avoidance of doubt, the Employee
      hereby grants the Company permission to set off, from any consideration
      due to him from the Company, the additional consideration as
      aforesaid.

            


    

     

    
      	
               
      

            	
              3.9

            


    

     

    
      	
               
      

            	
              3.10

            	
              The
      aforesaid is subject to receipt of the approvals of the Minister of Labour
      or anyone authorized by him, in accordance with section 28 of the
      Severance Pay Law, 5723-1963, pursuant whereto the Employee’s overall
      regular salary also includes the severance pay due to him as an employee
      of the Company.

            


    

     

    
      	
               
      

            	
              3.11

            	
              The
      Company shall bear the Employee’s expenses in respect of traveling abroad
      on its behalf, as follows: tourist class flight tickets, accommodation at
      a non-luxury hotel, traveling during the stay abroad and routine expenses
      in an amount of up to US$ 80 a day. The trips abroad shall be
      coordinated and approved in advance with the Company’s
      management.

            


    

     

    
      	
              4.

            	
              Options

            


    

     

    
      	
               
      

            	
              4.1

            	
              The
      Employee shall be entitled, in the framework of a plan to issue options of
      the Company to its employees, to ordinary shares of the Company
      constituting approx. 1% of the capital, for each full year in which he
      works for the Company.

            


    

     

    
      	
               
      

            	
              4.2

            	
              For
      part of a year’s work, the Employee shall be granted options pro
      rata.

            


    

     

    
      	
               
      

            	
              4.3

            	
              The
      shares’ exercise price shall be NIS 0.01 per
  share.

            


    

     

    
      	
               
      

            	
              4.4

            	
              A
      clause shall be inserted in the options plan in respect of tagging alone
      in the event of a sale.

            


    

     

    
      	
              5.

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Employee undertakes to keep absolutely confidential, not to convey to any
      third party and not to publish or howsoever use, himself or through
      others, directly or indirectly, any information, plan, material,
      theoretical, scientific or practical document, whether written or oral, in
      relation to or in connection with any matter coming into his possession
      and/or reaching his knowledge in respect and/or in consequence of his work
      in and/or for the Company, during the course of his employment with the
      Company or thereafter, save with the express, prior and written consent of
      the Company.

            


    

     

    
      	
               
      

            	
              5.2

            	
              During
      the term of his employment and thereafter, the Employee undertakes not to
      convey and/or howsoever use information of the Company or information
      coming into his possession in the scope of his employment with the Company
      and/or in connection with the Company that is not in the public domain, to
      maintain confidentiality in respect of everything to do with the Company’s
      business and affairs and not to howsoever prejudice the Company’s goodwill
      and/or circle of customers.

            


    

     

    
      	
               
      

            	
              5.3

            	
              The
      terms and conditions of this agreement shall be kept secret and the
      parties undertake not to furnish any information in connection with the
      terms and conditions hereof to any other person and/or entity, unless
      required to do so pursuant to the
law.

            


    

     

    
      	
               
      

            	
              5.4

            	
              The
      Employee’s obligation to maintain confidentiality pursuant to clauses 5.1
      to 5.3 above are unlimited by time or place and shall continue to be valid
      in Israel and overseas also after the termination of this agreement for
      any cause or if for any reason the employment relationship and the
      contract between the Employee and the Company come to an
    end.

            


    

     

    
      	
               
      

            	
              5.5

            	
              Information
      for the purposes of clauses 5.1 to 5.3 is any information relating to the
      Company, including – and without derogating from the generality of the
      aforesaid – information in respect of the Company’s customers, business,
      plans, professional secrets, trade secrets, technological secrets,
      including design, planning, formulae, technology, R&D of the Company,
      reaching the Employee in consequence of or in connection with the
      performance of his position in the
Company.

            


    

     

    
      	
              6.

            	
              Non-competition

            


    

     

    
      	
               
      

            	
              6.1

            	
              The
      Employee undertakes that throughout the term of his employment with the
      Company and for a period of five years after the termination of the
      employment relationship between him and the Company, for any reason, on
      the Employee’s initiative or on the Company’s initiative, he may not
      engage, directly or indirectly, as a salaried employee, self-employed,
      partner, contractor, consultant and in any other way, in Israel and
      abroad, in any business that is such as to compete with the Company and/or
      make use of contacts with customers of the Company created in the scope
      and/or course of his employment with the Company that is such as to
      compete with the Company.

            


    

     

    
      	
              7.

            	
              [Intellectual]
      Property rights

            


    

     

    
      	
               
      

            	
              7.1

            	
              For
      the avoidance of doubt, it is warranted that the Employee shall not have
      any copyright and/or other [intellectual] property rights arising in
      consequence of his work for the Company and/or in consequence of the
      contractual relationship pursuant hereto or howsoever in connection with
      his contractual relationship with the Company, including – and without
      derogating from the generality of the aforesaid: trade names, any idea,
      invention, know-how, discovery or development, research, plan,
      specification, drawing and/or any other document prepared by him and/or in
      the Company, whether fit for registration pursuant to the law or not,
      whether he prepared or participated in the preparation thereof as
      aforesaid in the framework of the contract or not, and any instrument,
      method, process arising in the framework or in consequence of the
      contractual relationship or howsoever in connection with the contractual
      relationship as aforesaid. These rights shall belong to the Company alone,
      and the Employee shall sign any document required for the realization and
      registration of the said rights.

            


    

     

    
      	
               
      

            	
              7.2

            	
              In
      the event of the termination of his employment and/or the contractual
      relationship with the Company for any reason, the Employee undertakes to
      give the Company all the documents and information in his possession in
      connection with his work for the Company and not to take with him any
      documents relating to any rights and contract [sic] of the
      Company.

            


    

     

    
      	
               
      

            	
              7.3

            	
              It
      is expressly agreed that all the know-how arising in consequence and in
      the course of the performance of the Employee’s work for the Company
      pursuant hereto shall belong in full to the Company, which may use them at
      any time and for any purpose (including in the event that the agreement is
      terminated or suspended), and they shall be governed by the duty of
      confidentiality and non-use mentioned
above.

            


    

     

    
      	
              8.

            	
              Non-applicability
      of the Hours of Work and Rest Law,
  5711-1951

            


    

     

    
      	
               
      

            	
              8.1

            	
              Since
      the Employee works in a position requiring a special degree of personal
      confidence and since his work is such that the conditions of his
      employment and the circumstances thereof do not allow the Company any
      supervision over his hours of work and rest, the provisions of the Hours
      of Work and Rest Law, 5711-1951 shall not apply to the Employee’s work
      and/or the consideration in respect
thereof.

            


    

     

    
      	
              9.

            	
              General

            


    

     

    
      	
               
      

            	
              9.1

            	
              This
      agreement reflects everything agreed between the parties and revokes any
      representation, understanding or consent reached, if at all, prior to its
      execution, including – and without derogating from the generality of the
      aforesaid – the memorandum of understanding executed between the
      parties.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Any
      alteration to this agreement shall only be made in writing and with both
      parties’ agreement. An alteration made in another manner shall lack any
      effect vis-à-vis the parties.

            


    

     

    
      	
               
      

            	
              9.3

            	
              The
      addresses of the parties hereto are as set forth in the recitals. Any
      notice sent by registered mail to the other party in accordance with his
      address as aforesaid shall be deemed received by the addressee three days
      after being mailed and if delivered by hand – at the time of its
      delivery.

            


    

     

    
      	
               
      

            	
              9.4

            	
              The
      clause headings herein are for convenience purposes only and shall not
      have any legal effect.

            


    

     

    
      	
               
      

            	
              9.5

            	
              The
      parties shall cooperate with each other in good faith, insofar as required
      for the performance of this agreement in accordance with its spirit and
      object.

            


    

     

     

    
      	
               
      

            	
              As
      witness the hands of the
  parties:

            


    

     

     

    
      	
              (Signed)

            	
              (Signed
      and stamped*)

            


    

    
      	
              ____________________

            	
              ____________________

            


    

    
      	
              The
      Employee

            	
              The
      Company

            


    

     

     

     

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