EXHIBIT 10.25


 


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is dated as of February 26, 2014 and is entered into by and among Ophir
Shahaf (the “Executive”), Nano Vibronix, Inc., a Delaware corporation (the “Company”),
and its wholly-owned Israeli subsidiary, NanoVibronix Ltd., (“NanoVibronix”), a company organized under
the laws of the State of Israel. The Company and NanoVibronix are referred to herein collectively as the “Companies”.
The Companies and the Executive shall be referred to herein as the “Parties.”


 


RECITALS


 


Whereas,
the Companies desire to employ the Executive through NanoVibronix as the Chief Executive Officer (“CEO”)
of both companies, and the Executive desires to be employed by the Companies as their CEO;


 


Whereas,
the Parties desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the employment
of the Executive as CEO; and


 


Whereas,
the Company and NanoVibronix hereby propose to employ the Executive, and the Executive hereby accepts employment with the Company
and NanoVibronix for the period and upon the terms and conditions contained in this Agreement.


 


Now,
Therefore, in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:


 


ARTICLE I.


Services
to be Provided by Executive


 


A.                
Position and Responsibilities. The Executive shall serve the Company and NanoVibronix in the capacity of CEO
and in such other capacities as the Board of Directors of the Company and NanoVibronix (collectively, the “Board”)
may from time to time request. The Executive shall fulfill all the Board instructions diligently and in a timely manner. To the
extent not in conflict with the direction of, or policy determined by, the Board, the Executive shall have all powers and authority
conferred upon a Chief Executive Officer under the Companies Law 5759-1999, but without derogating from the Board’s right
to assume same as per Section 51 of the Companies Law 5759-1999. The Executive also agrees to serve, if elected, as an officer
or director of the Company, NanoVibronix or any other direct or indirect subsidiary of the Companies, in each such case at no compensation
in addition to that provided for in this Agreement. The Companies will use their best efforts to cause the Executive to be elected
as a member of the Board as long as the Executive continues to serve as CEO. The Executive shall resign as a member of the Board
if his employment terminates for any reason. The Executive acknowledges and agrees that his duties shall include travel outside
of Israel as may be necessary in order to fulfill his duties hereunder, as determined by the Board in its sole discretion. The
Companies and the Executive confirm and agree that this Agreement is a personal employment contract and that the relationship between
the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of
the Companies in respect of any of its other employees or contractors.


 


B.                
Performance. During the Executive’s employment with the Companies, the Executive shall devote on a full-time
basis all of the Executive’s time, energy, skill and reasonable best efforts to the performance of the Executive’s
duties hereunder in a manner that will faithfully and diligently further the business and interests of the Companies, and shall
exercise reasonable best efforts to perform the Executive’s duties in a diligent, trustworthy, good faith and business-like
manner, all for the purpose of advancing the business of the Companies. The Executive shall at all times act in a manner consistent
with the Executive’s position. The Executive will continue his service as a director for additional companies, in a manner
consistent with Article IV (B) hereunder.


 






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C.                
Compliance. The Executive agrees to act in accordance with high business and ethical standards at all times.
The Executive shall comply with the policies, codes of conduct, codes of ethics, written manuals and lawful directives of the Companies.
The Executive shall comply with all laws of any jurisdiction in which the Companies do business. The Executive shall keep the Board
promptly and fully informed of Executive’s conduct in connection with the business affairs of the Companies. The Executive
shall report Executive’s own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director, or contractor
of the Companies or other person performing services on behalf of the Companies to the Board immediately upon becoming aware of
it.


 


ARTICLE II.


Compensation
for SErvices


 


As compensation for
all services the Executive will perform under this Agreement, the Company will pay the Executive, and the Executive shall accept
as full compensation, the following:


 


A.                
Base Salary. Except as otherwise provided herein, during the Executive’s employment with the Companies,
the Company shall pay the Executive a gross monthly salary of sixty thousand new Israeli shekels (NIS60,000) (NIS720,000 annualized),
(the “Base Salary”) for all services rendered by the Executive under this Agreement. The Base Salary
for each month shall be payable in arrears within nine (9) calendar days of the end of the calendar month for the preceding month.
Notwithstanding the foregoing, for the period beginning on the Effective Date (as defined below) and ending on the closing date
of the Company’s initial public offering pursuant to which the Company raises at least US$5,000,000 (the “IPO”),
the Company shall pay the Executive fifty percent (50%) of the Base Salary payable to the Executive pursuant to this Article
II.A plus a corresponding portion of the contributions described below. The remaining fifty percent (50%) of such Base Salary
(the “Deferred Base Salary”), together with the derived contributions in respect thereof in accordance
with the terms hereof, including contributions towards allocations to pension fund and/or manager's insurance fund and to all fringe
and benefits and/or social contributions of any kind according to this Agreement shall be paid to the Executive on the first pay
date immediately following the closing of the IPO.


 


As the Executive is
employed by the Companies in a senior managerial position involving a fiduciary relationship between the Executive and the Companies,
the Work and Rest Law (5711-1951), shall not apply to the Executive or to his employment with the Companies, and the Executive
shall not be entitled to any compensation in respect of such law. The Executive acknowledges that the compensation set for him
under this Agreement includes compensation that would otherwise be due to the Executive pursuant to such law. The provisions of
any collective bargaining agreement which exist or shall exist do not, and will not, apply to the employment of the Executive,
whether such agreement was signed among the government, the General Federation of Labor and Employers organizations, or any of
such parties, or whether signed by others, in relation to the field or fields of the business of the Company or NanoVibronix or
in relation to the position held by or the profession of the Executive.


 


The Base Salary and
all other benefits according to this Agreement shall be comprehensive and all-inclusive in that it shall be deemed to represent
the Executive’s entire compensation for his employment and work under this Agreement, except where it is otherwise specifically
set forth in this Agreement.


 






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B.                
Bonus Plan. During the Executive’s employment with the Companies or any of them, the Executive shall
be eligible to participate in a bonus plan, as the Board in its sole discretion, may from time to time establish. The Executive
shall be eligible to receive a bonus in an amount equal to up to twenty-five percent (25%) of his annualized Base Salary during
each year in which the Executive is eligible to participate in such bonus plan.


 


C.                
IPO Bonus. The Company shall pay the Executive a lump sum cash bonus equal to fifty thousand U.S. dollars
(U.S. $50,000), less applicable payroll deductions and tax withholdings, within five (5) business days of the closing date of the
IPO, provided that the Executive is still employed by any of the Companies on the closing date of the IPO.


 


D.                
Equity Grant. On the pricing date of the IPO (the “Date of Grant”), the Company
shall grant the Executive an option, pursuant to a separate award agreement and subject to the terms and conditions of the Company’s
equity plan then-in effect, to purchase such number of shares of the Company’s common stock equal to three percent (3%) of
the shares of common stock issued and outstanding on the Date of Grant (taking into account the number of shares that will be sold
in the IPO and issued in connection with the IPO) (the “Option Grant”) at an exercise price equal to
the public offering price in the IPO, which shall be the fair market value of the common stock on the date of grant. The Option
Grant, as defined below, will be under section 102 of the Israeli Income Tax Ordinance [NEW VERSION] 5721-1961 (capital gain tax
route), and for this purpose the Companies shall adopt an equity plan/an appendix to an existing equity plan for Israeli grantees,
to be filed with the Israeli Tax Authorities. The Option Grant shall vest in three equal installments on each of the first, second,
and third anniversary of the date of grant; provided that the Executive is employed by any of the Companies on the applicable vesting
date.


 


E.                 
Company Automobile. The Company shall provide the Executive an automobile of the same class as Mazda 6 / Ford
Mondeo, either purchased or rented by the Company, for the Executive’s use in connection with the performance of his duties
hereunder and for his reasonable personal use. The Company shall pay all maintenance, repair, and operating expenses attributable
to the reasonable use of such automobile. The Executive shall be liable for all traffic or parking fines or penalties assessed
on such automobile and shall reimburse the Companies for any such fines or penalties paid by the Companies, which amount the Company
may deduct from other compensation payable to the Executive under this Agreement. The Executive shall return the automobile to
NanoVibronix 30 days from the end of employee-employer relations.


 


F.                 
Cellular Phone and Laptop. The Company shall provide the Executive with a cellular phone and laptop for the
Executive’s use in connection with the performance of his duties hereunder. The Executive shall return the cellular phone
and laptop to the Company upon the end of employee - employer relations.


 


G.                
Expenses. The Company agrees that, during the Executive's employment, it will reimburse the Executive for
out-of-pocket expenses reasonably incurred in connection with the Executive's performance of Executive’s services hereunder,
upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts, provided that
Executive submits such expenses for reimbursement within thirty (30) days of the date such expenses were incurred. The reimbursements
shall be in compliance with the Company’s expense reimbursement policies.


 


H.                
Vacation. The Executive shall be entitled to 25 paid vacation days for each calendar year. Vacation days shall
be taken at such times and intervals as shall be determined by Executive, subject to the reasonable business needs of the Companies.


 






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I.                   
Sick Leave. The Executive shall be entitled to the number of paid sick leave days as provided by applicable
law. Notwithstanding the aforesaid the Executive shall be entitled to paid sick leave from the first day of sickness.


 


J.                  
Employee Benefits. The Executive shall be eligible to participate in any group health insurance plan, equity/equity-based
incentive compensation plan, retirement plan, disability plan, group life plan, and any other benefit or welfare program or policy
that is made generally available, from time to time, to other executive employees of the Companies, on a basis consistent with
such participation and subject to the terms of the plan documents, as such plans may be modified, amended, terminated, or replaced
from time to time by the Company, in its sole discretion.


 


K.                
Manager’s Insurance.


 


(i)                
During the term, the Company shall purchase a Manager’s Insurance Policy (the “Policy”)
and/or a pension fund (the "Fund") for the benefit of Executive, as per the Executive’s election.
Subject to the foregoing, the percentages of the monthly contributions shall be as follows:


 


(a)               
To the Fund, the Company's contributions will be no less than14 1/3 % of the Base Salary, of which 8-1/3 % will be paid
towards severance and 6% will be paid towards the pension savings component, against a deduction from the Employee’s Base
Salary equal to 5.5% of the Base Salary; or,






(b)              
To the Policy, the Company’s contributions will be no less than 13-1/3 % of the Base Salary, of which 8-1/3% will
be paid towards severance and 5% will be paid towards the pension savings component, and in addition, an amount required to secure
at least 75% of the Base Salary or in an amount up to 2.5% of the Base Salary, the lower of the two, towards disability insurance,
against a deduction from the Employee’s Base Salary equal to 5% of the Base Salary.


 


The Executive will be
entitled to choose whether Company's contribution shall be made under Section (a), (b) or any combination of these two options;
provided that any contribution made under this Section will be calculated based on an amount not exceeding the Base Salary. The
Executive shall be soley responsible for any tax liability related to any contribution by the Company to the Policy or Fund that
exceeds the highest contribution exempted by the Israeli tax laws.


 


(ii)              
The amounts which the Executive is entitled to receive from the Policy and/or the Fund accruing from disbursements paid
by the Company towards the Policy/Fund shall be in lieu of the severance pay portion and shall be credited against any obligation
the Company may have to pay severance pay under applicable law.


 


(iii)            
It is further agreed that such payment contribution made by Company towards the Policy/Fund as described in this Article
II.K., shall be in place of any severance payment due to the Executive under any circumstances in which the Executive shall be
entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963), in
accordance with the provisions of the Order published pursuant to section 14 of the Severance Pay Law (1963), as amended and as
shall be amended from time to time, subject to any law or regulations (including without limitation, any restrictions on the permitted
contributions such as ceilings) (the “Order”). The Order as published up to the date of this Agreement is attached
to this Agreement as Appendix A. The Order is hereby adopted by the parties and forms an integral part of this Agreement.


 






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(iv)            
 According to the provisions of the Order and without derogating from there, the Company waives any right it may have
to recover sums from its contributions, unless the Executive 's entitlement to severance pay has been denied in a judgment
under sections 16 or 17 of the Severance Pay Law, 1963, unless the Executive withdraws sums from pension fund or the insurance
fund otherwise than in the circumstances of an “entitling event” as defined in the Order (i.e., demise, disability
or retirement at the age of 60 or above).


 


L.                 
Recuperation Pay (Dmei Ha’vraa). The Executive shall be entitled to recuperation pay for the number
of days as provided by applicable law.


 


M.               
Advanced Training Fund (Keren Hishtalmut). The Company shall open and maintain an advanced training fund (the
“Training Fund”) designated by the Executive for the benefit of the Executive. During the Term of Employment,
the Company shall pay a sum equal to 7.5% of the Base Salary to the Training fund, and the Company shall deduct 2.5% from
the Base Salary to be paid on the Executive’s behalf to the Training Fund. Use of these funds shall be in accordance with
the by-laws of the Training Fund. The Executive acknowledges and understands that Company’s contributions to the Training
Fund exceeding the highest amount recognized as tax free by the Israeli tax authorities shall be deemed income of the Executive
and shall be taxed accordingly, and all taxes and mandatory tax payments imposed on such additional income shall be exclusively
borne by the Executive.


 


N.                
D&O Insurance. During the Employment Term, the Companies shall maintain and provide the Executive with
coverage under a directors’ and officers’ liability policy at the Companies’ expense that is at least equivalent
to the coverage provided by the Companies to the active directors and active senior executives of the Companies.


 


O.                
Taxes. Any taxes imposed on the benefits granted to the Executive under this Article II or upon other
perquisites provided by the Company to the Executive, including, without limitation, the Executive’s use of (i) the automobile
purchased or rented by the Company or (ii) a cellular telephone, shall be paid solely by the Executive and such taxes may be withheld
by the Company from other compensation payable to the Executive under this Agreement.


 


ARTICLE III.

Term; Termination


 


A.                
Term of Employment. The term of the Executive’s employment under this Agreement shall begin on March
1, 2014 (the “Effective Date”) and shall continue in effect until terminated by either
party as provided below. The Executive’s employment is not for any specific term, and is “at-will”, which means
it can be terminated by either party at any time, for any reason.


 


B.                 
Termination. Either party may terminate this Agreement at any time for any reason upon ninety (90) days written
notice (the “Notice Period”). The date of the termination shall be the date stated in the notice of termination
but in any event no earlier than ninety (90) days following the date of such notice. During the Notice Period the Company shall
pay the Executive his Base Salary, Deferred Base Salary and all other earned and accrued benefits and contributions to which the
Executive is entitled according to this Agreement (collectively, the “Accrued Obligations”).


 


C.                
Special Termination Right. In the event that the Company does not consummate an IPO by May 31, 2014, the Executive
shall have a special right to terminate his employment upon seven (7) days written notice. Such special termination right shall
be available to the Executive until June 30, 2014. In the event the Executive exercises this right, then the Executive shall be
entitled to receive the Accrued Obligations.


 






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D.                
Survival. The Executive’s post-termination obligations in Article IV shall continue as provided
in this Agreement.


 


E.                 
Advance Notice Law.   Other than as instructed in writing by the Company’s Chairman of the Board,
during the Notice Period, the Executive, if so requested by the Companies, shall continue to perform his duties, cooperate with
the Companies, and use his best efforts to assist in the integration into the Companies’ organization of the person or persons
who will assume the Executive’s responsibilities.


 


ARTICLE IV.

RESTRICTIVE COVENANTS 


 


A.                
Confidentiality.


 


(i)                
Confidential Information. During the Executive’s employment with the Companies, the Companies shall
grant the Executive otherwise prohibited access to their trade secrets and confidential information which is not known to the Companies’
competitors or within the Companies’ industry generally, which was developed by the Companies over a long period of time
and/or at their substantial expense, and which is of great competitive value to the Companies, and access to the Companies’
customers and clients. For purposes of this Agreement, “Confidential Information” includes any trade
secrets or confidential or proprietary information of the Companies, including, but not limited to, the following: methods of operation,
products, inventions, services, processes, equipment, know-how, technology, technical data, policies, strategies, designs, formulas,
developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database
schemas or tables, software, development tools or techniques, training procedures, training techniques, training manuals, business
information, marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes,
infrastructure, business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial
data and information, customer and client information, prices and costs, fees, customer and client lists and profiles, employee,
customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications,
audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information,
plans, reports, recommendations and conclusions, information regarding the skills and compensation of employees and contractors
of the Companies, and other non public business information disclosed to the Executive by the Companies, either directly or indirectly,
in writing, orally, or by drawings or observation. “Confidential Information” does not include, and there
shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this
Agreement; (ii) was previously rightfully known by the Executive, unless provided to him by the Companies during the discussions
preceding his engagement hereunder; or (iii) becomes generally available to the public other than as a result of a disclosure not
otherwise permissible hereunder.


 


(ii)              
No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is
proprietary to and a trade secret of the Companies and, as such, is a special and unique asset of the Companies, and that any disclosure
or unauthorized use of any Confidential Information by the Executive may cause irreparable harm and loss to the Companies. The
Executive understands and acknowledges that the Confidential Information (i) has been developed by the Companies at significant
effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii)
constitutes a protectable business interest of the Companies. The Executive acknowledges and agrees that the Companies own the
Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after
the Executive’s employment with the Companies. The Executive agrees to preserve and protect the confidentiality of all Confidential
Information. The Executive agrees that during the period of Executive’s employment with the Companies and after his termination
from employment for any reason, the Executive shall not directly or indirectly, disclose to any unauthorized person or use for
the Executive’s own account any Confidential Information without the Companies’ consent. Throughout the Executive’s
employment with the Companies and thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence,
take reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all Company policies protecting
the Confidential Information; and (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to
any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s
duties. Further, the Executive shall not, directly or indirectly, use the Companies’ Confidential Information to: (1) call
upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away from
any customer, client, service provider, supplier or vendor of the Companies with whom or which the Companies conducted business;
and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed
by the Companies. If the Executive learns that any person or entity is taking or threatening to take any actions which would compromise
any Confidential Information, the Executive shall timely advise the Companies of all facts concerning such action or threatened
action. The Executive shall use all reasonable efforts to obligate all persons to whom any Confidential Information shall be disclosed
by the Executive hereunder to preserve and protect the confidentiality of such Confidential Information.


 






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(iii)            
Return of Property and Information.  Upon the termination of the Executive’s employment for any
reason, the Executive shall immediately return and deliver to the Companies any and all Confidential Information, software, devices,
cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers,
hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including
all copies thereof, which belong to the Companies or relate to the Companies’ business and which are in the Executive’s
possession, custody or control, whether prepared by the Executive or others. If at any time after termination of the Executive’s
employment the Executive determines that the Executive has any Confidential Information in the Executive’s possession or
control, the Executive shall return to the Companies all such Confidential Information in the Executive’s possession or control,
including all copies and portions thereof as soon as possible.


 


B.                
Restrictive Covenants. In consideration for (i) the Companies’ promise to provide Confidential Information
to the Executive; (ii) the substantial economic investment made by the Companies in the Confidential Information and goodwill of
the Companies, and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Companies’
customers and clients, and (iv) the Companies’ employment of the Executive pursuant to this Agreement and the compensation
and other benefits provided by the Companies to the Executive, to protect the Companies’ Confidential Information and business
goodwill of the Companies, the Executive agrees to the following restrictive covenants.


 


(i)                
Non-Competition. The Executive agrees that during the Restricted Period (defined below), other than in connection
with Executive’s duties under this Agreement (including, without limitation, services to affiliates of the Companies), the
Executive shall not, and shall not use any Confidential Information to, without the prior written consent of the Companies, directly
or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor,
employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever,
become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, perform services for, invest
in, solicit investors for, consult for, do business with or otherwise engage in any Competing Business (defined below) within the
Restricted Area (defined below). Notwithstanding the restrictions contained in this Article IV.B.(i), the Executive may
own an aggregate of not more than five percent (5%) of the outstanding stock of any class of any corporation engaged in a Competing
Business, if such stock is listed on a national securities exchange in the United States (or a comparable exchange in a foreign
jurisdiction) or regularly traded in the over-the-counter market by a member of a national securities exchange in the United States,
without violating the provisions of Article IV.B.(i); provided, however, that the Executive does not have the power, directly
or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of
such corporation.


 






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For purposes of this Agreement:


 


(a)               
“Restricted Period” means during the Executive’s employment with the Companies and for a
period of eighteen (18) months immediately following the date of the Executive’s termination from employment for any reason.


 


(b)              
As CEO of the Companies, the Executive has responsibility for the Companies’ operations throughout the United States
and Israel. Because the Companies shall do business throughout the United States and Israel, the “Restricted Area”
means (i) the United States; (ii) Israel; and (iii) any other geographic area(s) for which the Executive had any responsibility
or about which the Executive received Confidential Information at any time during the one-year period before the end of the Executive’s
employment.


 


(c)               
“Competing Business” means any business, individual, partnership, firm, corporation or other entity
that is competing or that is preparing to compete with any aspect of the Companies’ business, i.e. the development and commercialization
of noninvasive biological response-activating devices that target wound healing and pain therapy and any other business the Companies
conducted during Executive’s employment with the Companies or prepared to conduct and is conducting during such eighteen
month period.


 


(ii)              
Non-Solicitation. The Executive agrees that during the Restricted Period, other than in connection with Executive’s
duties under this Agreement, the Executive shall not, and shall not use any Confidential Information to, directly or indirectly,
either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in
any other capacity, and whether personally or through other persons:


 


(a)               
Solicit business from, interfere with, induce, attempt to solicit business with, interfere with, induce or do business with
any actual or prospective customer, client, service provider, supplier or vendor of the Companies with whom the Companies did business
or who the Companies solicited within the preceding two (2) years, and who or which: (1) the Executive contacted, called on,
serviced or did business with during the Executive’s employment with the Companies; (2) the Executive learned of as a result
of the Executive’s employment with the Companies; or (3) about whom the Executive received Confidential Information. This
restriction applies only to business which is in the scope of services or products provided by the Companies or any affiliate thereof;
or


 


(b)              
Solicit, induce or attempt to solicit or induce, engage or hire, on behalf of the Executive or any other person or entity,
any person who is an employee or who was employed by the Companies within the preceding 12 months or who is or was a consultant
of the Companies within the preceding 12 months who specializes in the scope of services or products provided by the Companies
or any affiliate thereof.


 


(iii)            
Non-Disparagement. The Executive shall refrain, both during and after the Executive’s employment terminates,
from publishing any oral or written statements about the Companies or any of the Companies’ directors, managers, officers,
employees, consultants, agents or representatives that (i) are slanderous, libelous or defamatory; or (ii) place the Companies
or any of their directors, managers, officers, employees, consultants, agents or representatives in a false light before the public.
A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded to the Companies under
this provision are in addition to any and all rights and remedies otherwise afforded by law.


 






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C.                
Works.


 


(i)                
Assignment of Work Product. For the purposes of this Agreement, the term “Work Product”
shall mean, collectively, all work product, information, inventions, original works of authorship, ideas, know-how, processes,
designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements thereto,
and all other intellectual property, including patents, trademarks, copyrights and trade secrets, that the Executive conceives,
creates, develops, makes, reduces to practice, or fixes in a tangible medium of expression, either alone or with others that (a)
relates in any manner to the previous, existing or significantly contemplated business, work, or investigations of the Companies;
(b) is or was suggested by, has resulted or will result from, or has arisen or will arise out of any work that the Executive has
done or may do for or on behalf of the Companies; (c) has resulted or will result from or has arisen or will arise out of any materials
or Confidential Information that may have been disclosed or otherwise made available to the Executive as a result of duties assigned
to the Executive by the Companies; or (d) has been or will be otherwise made through the significant use of the Companies’
time, information, facilities, or materials, even if conceived, created, developed, made, reduced to practice, or fixed during
other than working hours. Following the termination of the Executive’s employment for any reason, the Executive agrees that
to make full written disclosure to the Companies of all Work Product conceived, created, developed, made, reduced to practice,
or fixed in a tangible medium of expression during the period of the Executive’s employment with the Companies. Executive
hereby assigns and shall be deemed to have assigned to the Companies or their designee, all of the Executive’s right, title,
and interest in and to any and all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible
medium of expression during the period of the Executive’s employment with the Companies. The Executive further acknowledges
that all original works of authorship that have been or will be made or fixed in a tangible medium of expression by the Executive
(solely or jointly with others) within the scope of the Executive’s employment with the Companies that are protectable by
copyright are “Works Made for Hire,” as that term is defined in the United States Copyright Act. The Executive understands
and agrees that the decision whether or not to commercialize or market any Work Product is within the Companies’ sole discretion
and for the Companies’ sole benefit, and that no royalty will be due to the Executive as a result of the Companies’
efforts to commercialize or market any such Work Product.


 


(ii)              
Maintenance of Records. The Executive agrees to keep and maintain adequate and current electronic records
of all Work Product made by the Executive (solely or jointly with others) during the term of the Executive’s employment with
the Companies. The records will be available to and remain the sole property of the Companies during the Executive’s employment
with the Companies and at all times thereafter.


 


(iii)            
Patent and Copyright Registrations. The Executive agrees to assist the Companies, or their designee, at the
Companies’ expense, in every proper way to secure the Companies’ rights in Work Product in any and all countries, including
the disclosure to the Companies of all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, affidavits, and all other instruments which the Companies shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey to the Companies, their successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Work Product. The Executive further agrees that the Executive’s
obligation to execute or cause to be executed, when it is in the Executive’s power to do so, any such instrument or papers
shall continue after the termination of this Agreement. The Companies will reimburse the Executive for any reasonable documented
expenses incurred with respect to fulfilling his obligation under this section IV.C(iii).


 






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D.                
Business Opportunities. The Executive assigns and agrees to assign without further compensation to the Companies
and their successors, assigns or designees, all of the Executive’s right, title and interest in and to all Business Opportunities
(defined below), and further acknowledges and agrees that all Business Opportunities constitute the exclusive property of the Companies.
The Executive shall present all Business Opportunities to the Board, and shall not exploit a Business Opportunity apart from the
Companies without the prior written approval of the Board. For purposes of this Agreement, “Business Opportunities”
means all business ideas, prospects, or proposals pertaining to any aspect of the Companies’ business, which includes, but
is not limited to, the development and commercialization of PainShieldTM, WondShieldTM, UroShieldTM,
NG-ShieldTM, patch based medical products, therapeutic ultrasound and catheter based products, and any other business
the Companies conducted, prepared to conduct, or significantly contemplated conducting during Executive’s employment with
the Companies, which are developed by the Executive or originated by any third party and brought to the attention of the Executive,
together with information relating thereto. For the avoidance of doubt, this Article IV.D is not intended to limit or narrow
the Executive’s duties or obligations under federal or state law with respect to corporate opportunities.


 


 


E.                 
Remedies. The Executive acknowledges that the restrictions contained in Article IV of this Agreement,
in view of the nature of the Companies’ business and the Executive’s position with the Companies, are reasonable and
necessary to protect the Companies’ legitimate business interests and that any violation of Article IV of this Agreement
may result in irreparable injury to the Companies. In the event of a breach by the Executive of Article IV of this Agreement,
then the Companies shall be entitled to a temporary restraining order and injunctive relief restraining the Executive from the
commission of any breach. Such remedies shall not be deemed the exclusive remedies for a breach or threatened breach of this Article
IV but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Executive,
the Executive’s agents, any future employer of the Executive, and any person that conspires or aids and abets the Executive
in a breach or threatened breach of this Agreement.


 


F.                 
Reasonableness. The Executive hereby represents to the Companies that the Executive has read and understands,
and agrees to be bound by, the terms of this Article IV. The Executive acknowledges that the geographic scope and duration
of the covenants contained in this Article IV are fair and reasonable in light of (i) the nature and wide geographic scope
of the operations of the Companies’ business; (ii) the Executive’s level of control over and contact with the business
in the Restricted Area; and (iii) the amount of compensation, trade secrets and Confidential Information that the Executive is
receiving in connection with the Executive’s employment by the Companies. It is the desire and intent of the Parties that
the provisions of Article IV be enforced to the fullest extent permitted under applicable law, whether now or hereafter
in effect and therefore, to the extent permitted by applicable law, the Executive and the Companies hereby waive any provision
of applicable law that would render any provision of Article IV invalid or unenforceable.


 


G.                
Reformation. The Companies and the Executive agree that the foregoing restrictions set forth in Article
IV are reasonable under the circumstances and that any breach of the covenants contained in Article IV may cause irreparable
injury to the Companies. The Executive understands that the foregoing restrictions may limit the Executive’s ability to engage
in certain businesses anywhere in or involving the Restricted Area during the Restricted Period, but acknowledges that the Executive
shall receive Confidential Information and trade secrets, as well as sufficiently high remuneration and other benefits as an employee
of the Companies to justify such restrictions. If any of the aforesaid restrictions are found by a court of competent jurisdiction
to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions
herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified,
to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Companies and the Executive
intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not
to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or
illegal.


 






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H.                
No Previous Restrictive Agreements. The Executive represents that, except as disclosed in writing to the Companies,
the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing
any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Companies
or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. The Executive
further represents that the Executive’s performance of all the terms of this Agreement and the Executive’s work duties
for the Companies do not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired
by the Executive in confidence or in trust prior to the Executive’s employment with the Companies. The Executive shall not
disclose to the Companies or induce the Companies to use any confidential or proprietary information or material belonging to any
previous employer or others.


 


ARTICLE V.

Miscellaneous Provisions


 


A.                
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Israel. Venue
of any litigation arising from this Agreement or any disputes relating to the Executive’s employment shall exclusively be
in the Tel-Aviv Regional Labor Court. The Executive consents to personal jurisdiction of the Tel-Aviv Regional Labor Court for
any dispute relating to or arising out of this Agreement or the Executive’s employment, and the Executive agrees that the
Executive shall not challenge personal or subject matter jurisdiction in such courts.


 


B.                
Cooperation. After the termination of the Executive’s employment, the Executive agrees to cooperate
and provide reasonable assistance, at the request of the Companies, in the transitioning of the Executive’s job duties and
responsibilities, and any and all investigations or other legal, equitable or business matters or proceedings which involve any
matters for which the Executive worked on or had responsibility during the Executive’s employment with the Companies. The
Executive also agrees to be reasonably available to the Companies or their representatives to provide general advice or assistance
as requested by the Companies. This includes but is not limited to testifying (and preparing to testify) as a witness in any proceeding
or otherwise providing information or reasonable assistance to the Companies in connection with any investigation, claim or suit,
and cooperating with the Companies regarding any investigation, litigation, claims or other disputed items involving the Companies
that relate to matters within the knowledge or responsibility of the Executive. Specifically, the Executive agrees (i) to meet
with the Companies’ representatives, their counsel or other designees at reasonable times and places with respect to any
items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency or other adjudicatory
body; (iii) to provide the Companies with immediate notice of contact or subpoena by any non-governmental adverse party as to matters
relating to the Companies, and (iv) to not voluntarily assist any such non-governmental adverse party or such non-governmental
adverse party’s representatives; provided however, that the Companies shall reimburse the Executive for all reasonable expenses
incurred in providing the cooperation outlined in subsections (i) and (ii) above.


 






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C.                
Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way
or manner be construed as a part of this Agreement.


 


D.                
Severability. In the event that any court of competent jurisdiction holds any provision in this Agreement
to be invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall
remain in full force and effect.


 


E.                 
Reformation. In the event any court of competent jurisdiction holds any restriction in this Agreement to be
unreasonable and/or unenforceable as written, the court may reform this Agreement to make it enforceable, and this Agreement shall
remain in full force and effect as reformed by the court.


 


F.                 
Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and fully supersedes
any and all prior agreements, understanding or representations between the Parties pertaining to or concerning the subject matter
of this Agreement, including, without limitation, the Executive’s employment with the Companies. No oral statements or prior
written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions
to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective
on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement. The Executive acknowledges
and represents that in executing this Agreement, the Executive did not rely on, has not relied on, and specifically disavows any
reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by the Companies, except
as expressly contained in this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement.


 


G.                
Waiver. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches.
The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement
shall not be construed as a waiver of future performance of any such term, covenant or condition but the obligations of either
party with respect thereto shall continue in full force and effect. The breach by one party to this Agreement shall not preclude
equitable relief or the obligations in Article IV.


 


H.                
Modification. The provisions of this Agreement may be amended, modified or waived only with the prior written
consent of the Companies and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement
shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or
any provision hereof.


 


I.                   
Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their
respective heirs, successors and permitted assigns. The Parties may not assign this Agreement to a third party. However, the Companies
may assign their rights, together with their obligations hereunder, to any affiliate and/or subsidiary of the Companies or any
successor thereto or any purchaser of substantially all of the assets of the Companies.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS.]


 






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IN WITNESS WHEREOF,
the Companies and the Executive have caused this Agreement to be executed on the date first set forth above, to be effective as
of the Effective Date.


 


EXECUTIVE: 


 


 


/s/ Ophir Shahaf                                


Ophir Shahaf


 


COMPANY: 


 


Nano
Vibronix, INC.


 








	By:	/s/ Ira Greenstein	 
	 	Name:  	Ira Greenstein	 
	 	Title:  	Chairman of the Board	 
	 	 	 
	 	 	 
	NANOVIBRONIX: 	 	 
	 	 	 
	NanoVibronix LTD.	 
	 	 	 
	 	 	 
	By:  	/s/ Harold Jacob	 
	 	Name:  	Harold Jacob 	 
	 	Title: 	CEO	 





 











    	 



    	 



    

 


Appendix
A 


General Order and Confirmation Regarding
Payments of Employers to Pension Funds and Insurance Funds instead of Severance Pay


 


Pursuant to the power granted to me under
section 14 of the Severance Pay Law 5723-1963 (“Law”) I hereby confirm that payments paid by an employer, commencing
the date hereof, to an employee’s comprehensive pension fund into a provident fund which is not an insurance fund, as defined
in the Income Tax Regulations (Registration and Management Rules of a Provident Fund) 5724-1964 (“Pension Fund”),
or to a Manager’s Insurance Fund that includes the possibility of an allowance or a combination of payments to an Allowance
Plan and to a plan which is not an Allowance Plan in an Insurance Fund (“Insurance Fund”), including payments
which the employer paid by combination of payments to a Pension Fund and to an Insurance Fund whether there exists a possibility
in the Insurance Fund to an allowance plan (“Employer Payments”), will replace the severance pay that the employee
is entitled to for the salary and period of which the payments were paid (“Exempt Wages”) if the following
conditions are satisfied:


 


(1)Employer Payments –


 


		(A)	for Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if
the employer pays for his employee an additional payment on behalf of the severance pay completion for a providence fund or Insurance
Fund at the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment
will constitute only 72% of the Severance Pay.



 


		(B)	to the Insurance Fund are not less than one of the following:



 


		(1)	13.33% of the Exempt Wages if the employer pays the employee additional payments to insure his
monthly income in case of work disability, in a plan approved by the Supervisor of the Capital Market, Insurance and Savings in
the Finance Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability
Payment”).



 


		(2)	11% of the Exempt Wages if the employer pays an additional Disability Payment and in this case
the Employer Payments will constitute only 72% of the employee’s severance pay; if, in addition to the abovementioned sum,
the employer pays 2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds,
the Employer Payments will constitute 100% of the severance pay.



 


		(2)	A written agreement must be made between the employer and employee no later than 3 months after
the commencement of the Employer Payments that include –



 


		(A)	the agreement of the employee to the arrangement pursuant to this confirmation which details the
Employer Payments and the name of the Pension Fund or Insurance Fund; this agreement must include a copy of this confirmation;



 


		(B)	an advanced waiver of the employer for any right that he could have to have his payments refunded
unless the employee’s right to severance pay is denied by judgment according to sections 16 or 17 of the Law, and in case
the employee withdrew monies from the Pension Fund or Insurance Fund not for an Entitling Event; for this matter, Entitling Event
or purpose means death, disablement or retirement at the age of 60 or over.



 


		(3)	This confirmation does not derogate from the employee’s entitlement to severance pay according
to the Law, Collective Agreement, Extension Order or personal employment agreement, for any salary above the Exempt Wages.