ex107.htm


    
      Exhibit
10.7

       

      PERSONAL
CONTRACT OF EMPLOYMENT

    

    

      Made in
Ramat Gan on 31st August 2005

    

     

     

    
      	
              BETWEEN:

            	
              PIMI
      MARION HOLDINGS LTD, PC 513497123

            


    

     

    
      	
               
      

            	
              of
      POB 117, Hotzot Alonim 30049

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Company”)

            


    

     

    
      	
               
      

            	
              of
      the one part

            


    

     

    
      	
              AND:

            	
              AVI
      LEVY, ID 050549930

            


    

     

    
      	
               
      

            	
              of
      [illegible]

            


    

     

    
      	
               
      

            	
              (hereinafter
      referred to as “the
      Employee”)

            


    

     

    
      	
               
      

            	
              of
      the other part

            


    

     

    
      	
              WHEREAS

            	
              the
      Company wishes to engage the Employee as sales manager (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
      agreement 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. The Employee shall
      maintain absolute confidentiality in respect of everything provided in
      this agreement.

            


    

     

    
      	
               
      

            	
              1.3

            	
              The
      Employee undertakes to perform his position conscientiously and loyally,
      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, to comply with the Company’s instructions
      regarding the manner of performing the work, the work arrangements,
      discipline and conduct and to represent it loyally, reliably, with maximum
      effort and honestly, using the best of his ability and qualifications and
      in accordance with the instructions given to him and the assignments with
      which he is charged from time to time by the
  Company.

            


    

     

    
      	
               
      

            	
              1.4

            	
              During
      the term of the agreement the Employee shall devote all his time, energy,
      ability to performing his position for the Company as determined by it,
      and he shall not engage, directly or indirectly, in any other work or
      engagement, unless he has received the prior written approval of the
      Company to do so.

            


    

     

    
      	
               
      

            	
              1.5

            	
              The
      Employee shall notify the Company’s directors, 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
      term of the agreement

            


    

     

    
      	
               
      

            	
              2.1

            	
              The
      Company undertakes to engage the Employee in the Company as of 1st
      September 2005 for an unlimited
term.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Each
      party may bring the contractual relationship pursuant hereto to an end on
      90 days’ written notice (hereinafter referred to as “notice”).
      Subject to the provisions of clause 2.3 below, the Employee shall be
      entitled, during the notice period, to all the terms under 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. If the Employee gives notice of his resignation from the
      Company, the Company may waive its right to notice and/or shorten the
      notice period, and in such case the Employee shall be entitled to the
      terms pursuant to the agreement until the date of his employment’s actual
      termination;

            


    

     

    
      	
               
      

            	
              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

            	
              If
      the Company terminates the Employee’s engagement as aforesaid after at
      least one year, the Employee shall be entitled to severance pay pursuant
      to the Severance Pay Law, 5723-1963, save in the cases detailed below, in
      which the Employee shall not be entitled to severance pay, and in which
      the Employee shall also not be entitled to notice in accordance with
      clause 2.2 above:

            


    

     

    
      	
               
      

            	
              2.4.1

            	
              if
      the Employee commits a breach of this agreement and does not rectify the
      breach within one week of receiving written warning to do
    so;

            


    

     

    
      	
               
      

            	
              2.4.2

            	
              if
      the Employee breaches this agreement after he has already received warning
      of a similar breach;

            


    

     

    
      	
               
      

            	
              2.4.3

            	
              if
      the Employee is duly convicted in a final judgment of an offence involving
      disgrace;

            


    

     

    
      	
               
      

            	
              2.4.4

            	
              if
      the Employee breaches his fiduciary duty to the
  Company;

            


    

     

    
      	
               
      

            	
              2.4.5

            	
              if
      the Employee abuses his office;

            


    

     

    
      	
               
      

            	
              2.4.6

            	
              if
      the Employee commits a grave breach of
  discipline;

            


    

     

    
      	
               
      

            	
              2.4.7

            	
              if
      the Employee leaves his place of work for a period of more than seven days
      without obtaining the Company’s
consent.

            


    

     

    
      	
              3.

            	
              The
      scope of the
employment

            


    

     

    
      	
               
      

            	
              3.1

            	
              The
      Employee’s position with the Company shall be that of sales
      manager.

            


    

     

    
      	
               
      

            	
              3.2

            	
              In
      the scope of his employment, as set forth above and in the recitals
      hereto, the Employee undertakes, inter
      alia:

            


    

     

    
      	
               
      

            	
              3.2.1

            	
              to
      loyally and punctiliously comply with the instructions of his superiors,
      to the best of his ability and understanding and with full
      responsibility;

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              to
      perform his position conscientiously and with
  perseverance;

            


    

     

    
      	
               
      

            	
              3.2.3

            	
              to
      act in accordance with the work procedures and to be responsible for
      compliance therewith;

            


    

     

    
      	
               
      

            	
              3.2.4

            	
              to
      come to work and to work five days a
week;

            


    

     

    
      	
               
      

            	
              3.2.5

            	
              not
      to be absent during working hours without the consent of his
      superiors;

            


    

     

    
      	
               
      

            	
              3.2.6

            	
              not
      to intentionally and/or negligently commit any act and/or omission that
      might cause the Company or his place of work and/or any third party
      connected with the Company any damage and/or loss and/or prevention of
      profit.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              4.

            	
              Salary
      and social terms

            


    

     

    
      	
               
      

            	
              4.1

            	
              In
      consideration for his work, the Company shall pay the Employee a salary of
      NIS 12,000 a month, plus a minimum monthly bonus of NIS 3,000, until
      the end of December 2005. As of January 2006, the Employee shall be paid
      quarterly incentives in accordance with the criteria determined by
      agreement between the Employee and the Company, provided that they shall
      not be less than NIS 3,000 a month.

            


    

     

    
      	
               
      

            	
              4.2

            	
              The
      overall salary shall be paid once a month, by no later than the 10th of
      each Gregorian month, for the previous
month.

            


    

     

    
      	
               
      

            	
              4.3

            	
              The
      Employee shall be entitled to 14 days’ annual leave. This leave is in
      respect of 12 full months of work a year. The right to accrue leave days
      shall be limited to two years and any balance accruing over and beyond
      this quota shall be deleted.

            


    

     

    
      	
               
      

            	
              4.4

            	
              The
      Employee shall be entitled to paid sick leave in accordance with the Sick
      Pay Law, 5736-1976, and accrued sick leave may not be
      redeemed.

            


    

     

    
      	
               
      

            	
              4.5

            	
              The
      Employee shall not be entitled to any consideration for
      overtime.

            


    

     

    
      	
               
      

            	
              4.6

            	
              As
      of the first month of work, the Company shall make a provision, for the
      Employee, to an executive insurance policy owned by the Employee the
      details of which shall be given to the Company, in the following
      amounts:

            


    

     

    
      	
               
      

            	
              4.6.1

            	
              8.33%
      of the gross salary for severance
pay;

            


    

     

    
      	
               
      

            	
              4.6.2

            	
              5.00%
      of the gross salary as pension, provided that the Employee shall also
      provide 5% of his salary to such
effect;

            


    

     

    
      	
               
      

            	
              4.6.3

            	
              2.2%
      of the gross salary in respect of loss of working
  capacity.

            


    

     

    
      	
               
      

            	
              4.7

            	
              In
      the event of the termination of the Employee’s engagement by the Company
      or in the event that he resigns after the end of 12 months from the
      commencement of his employment, all the amounts that have accrued in the
      executive insurance policy (severance pay and pension – the Employee’s
      part and the employer’s part) shall be transferred to the Employee, and
      the employer shall sign all the documents actually required for such
      purpose. In the event of his dismissal by the Company in the circumstances
      enumerated in clause 2.4 above, the Employee shall not be entitled to the
      amount provided by the Company to the executive insurance policy for
      severance pay.

            


    

     

    
      	
               
      

            	
              4.8

            	
              The
      Company shall provide the Employee with a Renault Scenic car or a make
      similar thereto, and shall each month credit the value prescribed in the
      law to his salary. The Company shall also finance fuel for the Employee,
      against the presentation of receipts or subject to another
      arrangement.

            


    

     

    
      	
               
      

            	
              4.9

            	
              The
      Company shall provide the Employee with a cellular telephone. The Company
      shall credit NIS _____ a month to the Employee’s salary in respect of
      this benefit. The Employee shall be entitled to a contribution from the
      Company in a sum of NIS ________ a month, in respect of the cellular
      telephone expenses. Any expense besides the aforesaid amount shall be
      deducted from the Employee’s
salary.

            


    

     

    
      	
               
      

            	
              4.10

            	
              The
      Company shall deduct at source, from the gross salary and from all the
      payments made to the Employee, insofar as there are any, any tax, levy or
      other mandatory payment that must be deducted at source pursuant to any
      law.

            


    

     

    
      	
              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. On the execution hereof, the
      Employee shall sign a detailed confidentiality
  undertaking.

            


    

     

    
      	
              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.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Without
      prejudice to the generality of the aforesaid, it is agreed that the
      consideration payable to the Employee pursuant hereto includes all the
      amounts due to him for working overtime or on days of rest and if he 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 for any reason called upon
      to pay 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

        
          

        

      

      
        
        

      

    

    
      	
              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

            	 


    

     

     

     

    4