Exhibit
10.16


 


Employment
Agreement


 


By
and Between:


 


P.V.
NanoCell Ltd., of Hamasger St 8, Migdal Ha’emek (the “Company”); and


 


Zvi
Lifschitz, I.D. 014355739 of 17 Hadera St. Petach-Tikva, Israel Zip 4972615 (the “Employee”).


 


	1.
    	Employment
    Agreement




 


	1.1	The
    parties confirm that as of Oct. 6th 2015 (the “Effective Date”), the Employee shall be a full time employee
    of the Company, under the terms herein.




 


The
position of the Employee shall be: CFO


 


The
Employee shall report to the Company’s CEO.


 


	1.2	The
    Employee agrees to dedicate the Employee’s time, experience, talent, expertise and knowledge to the Company, and to fulfill
    the Employee’s job in the Company in a loyal and dedicated manner, and in accordance with the policies, codes and instructions
    of the Employee’s superiors in the Company.




 


	1.3	During
                                         the period of this Agreement, the Employee shall not engage in any professional

                                         activity, commercial or otherwise, unless consented to by the Company in writing. Such
                                         approved activity may not intrude with the Employee’s work in the Company in terms of
                                         time schedule (to the extent agreed upon herein), conflict of interests or competition.



 


	1.4	The
                                                                                                                                                                                                                                        Employee is not allowed to obligate and/or bind the Company in any way and/or create any commitments, except as expressly
                                                                                                                                                                                                                                        authorized.



 


	1.5	All
                                         reasonable procedures and directives of the Company applicable to subjects of work behavior,
                                         discipline etc., will have a binding effect on the Employee provided, however, that such
                                         policies have been brought to the Employee’s attention in advance. The Employee hereby
                                         confirms that: (i) no compensation or remuneration from any third party has been or shall
                                         be given with respect to the Employee’s employment with the Company; and (ii) the Employee
                                         shall not accept from any third party any gifts, gratuities, kickbacks or bribes but
                                         common partice giveaways up to a value of not more than US$ 100.



 


	1.6	This
                                                                                                                                                                                                                                        Agreement forms the complete and exclusive agreement between the parties as to its subject matter; and it cancels any prior
                                                                                                                                                                                                                                        verbal or written agreement related thereto.                                          Any change to this Agreement requires a
                                                                                                                                                                                                                                        duly signed document.



 


	1.7	Failure
                                         or delay of either party to require the performance of any term under this Agreement,
                                         or the waiver by either party of any breach under this Agreement, shall not prevent subsequent
                                         enforcement of such terms, nor be deemed a waiver of any subsequent or prolonged breach.



 






     


     


    

 


	1.8	The
                                         amount and details of the Employee’s salary and other benefits are confidential. This
                                         information may not be disclosed by the Employee to other employees nor may such information
                                         be published to people who are not authorized by the Company, unless legally required
                                         to do so.



 


	1.9	The
                                         Employee will come to the Companies offices two days a week, the rest three days the
                                         Employee can work from his house.



 


	2.
    	Remuneration
    




 


	2.1	Salary:
    the Employee’s gross salary will be as defined in the table below, per month (the “Salary”).




 


	 	From
    date	 	1/10/2015	 	 	1/1/2016	 	 	1/4/2016	 
	 	Salary
    (NIS)	 	 	30400	 	 	 	35200	 	 	 	36800	 



 


	2.2	Overtime
    payment: Notwithstanding the above, the parties confirm that the Employee’s job will require overtime work and work at
    irregular hours, without the need to approve each such hour. In consideration thereof, the Company will pay the Employee a
    gross sum as defined in the table below per month (the “Global Overtime Payment”), which the parties estimate
    to be a fair average compensation for the overtime work and work at irregular hours per each month of employment, provided
    that, the Employee does not work more than 43 overtime hours per month (the “Ceiling”).




 


The
Employee will be allowed to work over the above Ceiling only with the prior written approval of the Company’s CEO per each month
in which such additional above the Ceiling overtime hours are required.


 


Subject
to receiving the CEO’s above prior approval per each month, overtime hours beyond the Ceiling, will entitle the Employee to receive
compensation as required by law.


 


	 	From
    date	 	1/10/2015	 	 	1/1/2016	 	 	1/4/2016	 
		GlobalOvertime
    Payment (NIS)	 	 	7600	 	 	 	8800	 	 	 	9200	 






 


If
the Employee or any third party on the Employee’s behalf file a claim against the Company for payment on overtime hours which
exceed the terms set forth in this Section 2.2, the Company shall be entitled to offset the entire Global Overtime Payment that
it had paid to the Employee against any sums ruled in favor of the Employee in such claim.





 






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	2.3	The
    Salary and the Global Overtime Payment will be payable until the 10th of each month for the previous month. All benefits due
    to the Employee as set forth in this Agreement or by law shall be provided on the Salary and the Global Overtime Payment,
    but not on payment due to overtime hours exceeding the Ceiling. Taxes, social security payments, social benefits and other
    obligatory payments which are to be borne by the Employee according to applicable laws and regulations - will be deducted
    from all the above payments.










 


	2.4	The
                                         parties confirm that the Employee’s job will require work at long and irregular hours
                                         including extensive travel and the compensation for such work is included in the aforesaid
                                         Salary and Global Overtime Payment and the other terms of this Agreement.



 


	2.5	Benevolent
                                         Fund - Bituach Menahalim: the Company will pay a minimum of 13.33 % and up to a maximum
                                         of 15.83% as follows, final amounts will be set as of the table in Annex B of the Salary
                                         and Global Overtime Payment each month into a mutually defined fund (consisting of 8.33%
                                         for severance pay, 5% for pension and up to 2.5% for disability insurance and/or sickness
                                         insurance), and the Employee will pay into this plan 5% of the Employee’s Salary
                                         and Global Overtime Payment.



 


The
parties agree to apply the terms of Annex “A” hereto according to Section 14 to the Severance Pay act of 1963.
Subject to Section 2.2 to the agreement set forth in Annex A, the Company commits to transfer the ownership of the fund to the
Employee upon termination or resignation.


 


	2.6	Study
                                         Fund - Keren Hishtalmut: the Company will pay 7.5% of the Salary and Global Overtime
                                         Payment each month into a mutually defined fund, and the Employee will pay into this
                                         fund 2.5% of the Employee’s Salary and Global Overtime Payment. The Company commits to
                                         transfer the ownership of the fund to the Employee upon termination or resignation.



 


	2.7	Vacation
                                         Days, Sick Leave, Travel Expenses & D’mei Havraa: the Employee is entitled to
                                         20 vacation days in the first year and 25 from the second year and D’mei Havraa days
                                         as required by law per year for 20 years veteran. Vacation days may be carried forward
                                         from one calendar year to the next .



 


	2.8	Expenses:
                                         the Employee will be reimbursed for out of pocket expenditures related to the Employee’s
                                         work, in accordance with Company’s procedures and instructions (pre approved),
                                         maximum 30 days after incuring the expenses and properly reporting them to the company
                                         (original invoices).



 


	2.9	Car:
                                         the Company will pay the Employee an amount of NIS 4500 per month (brutto) to cover the
                                         Car Expenses, and and will also cover all fuel (Dalkan) and Kvish 6 expenses.



 



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	2.10	The
    Company will give the Employee Options (in the framework of the company’s Option Plan) as to be determined and approved by
    the Company’s Board of Directors. 2.11 The Company will cover cellphone expenses.




 


	3.	Secrecy
    and Non-Compete Provisions 




 


	3.1	In
    this chapter 3 below, the term “Group” shall mean the Company and its subsidiaries and affiliates as currently
    exist and as may exist in the future.




 


	3.2	Any
                                         proprietary business, commercial or technical information related to the Group’s knowhow,
                                         inventions, technology, products, marketing, business plans, investment strategies, negotiations
                                         and any other commercial or technical information (collectively referred to as “Know how”),
                                         whether protected, patentable or patented or not and whether subject to any other
                                         legal protection or not, arising out of the Employee’s or others’ work for the Group,
                                         shall be the exclusive property of the Group. The Employee will promptly submit to the
                                         Company full details related to the Knowhow; and will execute patent applications and
                                         assignments as may be requested by the Company (whether during or after the employment
                                         period) to confirm and register the Group’s ownership thereof. It is hereby clarified,
                                         that Employee’s obligations as specified in this section above shall be valid only regarding
                                         Knowhow which has been created or discovered during the term of Employee’s employment
                                         by the Company.



 


	3.3	Any
                                         and all information known to the Employee due to the Employee’s work in the Company,
                                         which constitutes, or is directly related to trade secrets, commercial relations, actual
                                         and potential clients and suppliers, technology and products, investments, prospective
                                         investment negotiations, Knowhow and any other information of a proprietary or confidential
                                         nature, of the Group, will hereinafter be together referred to as “Information”.
                                         Information may include commercial, technical, marketing, financial, administrative
                                         and management subjects. The Information and any part thereof are and shall be the exclusive
                                         property of the Group.



 


	3.4	The
                                         Employee will not use any part of the Information, nor disclose or make it available
                                         to others, unless in the line of the Employee’s job in the Company or if required by
                                         judicial or governmental authority. The Employee shall be obliged to notify the Company
                                         of the requirement to so disclose such Information as soon as such demand is made upon
                                         her and before any disclosure of the Information.



 


	3.5	The
                                         Employee recognizes that the Company received and will receive confidential or proprietary
                                         information from third parties subject to a duty on the Group’s part to maintain the
                                         confidentiality of such information and to use it only for certain limited purposes.
                                         At all times, both during the Employee’s employment and after its termination, the Employee
                                         undertakes to keep and hold all such information in strict confidence and trust, and
                                         the Employee will not use or disclose any of such information without the prior written
                                         consent of the Company, except as may be necessary to perform the Employee’s duties as
                                         an employee of the Company and consistent with the Company’s agreement with such third
                                         party. Upon termination of the Employee’s employment with the Company, the Employee shall
                                         act with respect to such information as set forth in Section 3.7 hereunder.



 






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	3.6	The
    foregoing provisions will survive the termination of this Agreement.




 


However,
these provisions shall not apply to Information which is in the public domain or becomes in the public domain through no wrongful
doing of the Employee, which may have been lawfully received from a third party not bound by confidentiality to the Company, or
has already been known to Employee not due to the Employee’s work in the Company.


 


	3.7	Upon
                                         termination of the employment hereunder, the Employee shall immediately return to the
                                         Group all materials of any kind (whether in written or electronic form, computer files
                                         or otherwise) concerning the Information, including all copies thereof, and the Employee
                                         shall not retain any copies of such materials.



 


	3.8	Without
                                         prejudice to the generality of the foregoing, the Employee agrees that during the period
                                         of this Agreement plus a “Freeze Period” (as defined below) after the termination
                                         - for any reason - of the Employee’s employment the Employee will not, directly or indirectly,
                                         for the Employee’s own account or for the account of others (including without limitation
                                         as a stockholder, director, officer, investor, partner, employee, sole proprietor, independent
                                         contractor or consultant), do or participate or assist or allow to do any of the following:



 


	(a)	engage
                                         in any business in direct competition with the business of the Company (engaging in the
                                         same business of the subsidiaries or affiliates of the Company or other entities of the
                                         Group, in which the Employee was not involved, and to which the Employee was not exposed
                                         in any way due to the Employee’s work in the Company, is permitted, and shall not be
                                         deemed to constitute a direct competition);









 


	(b)	request
                                         or advise any past, present or future business associate of the Group to decrease or
                                         cancel their business with the Group;



 


	(c)	cause
                                         any employee of the Group to terminate his/her employment with the Group or to work for
                                         the Employee or for any party associated with the Employee.



 


The
“Freeze Period” shall be equal in length to the employment period hereunder, but in any case not shorter than 6 months
and not longer than 12 months.


 



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The
parties confirm that during the employment hereunder, the Employee is more than likely to be exposed to the Information of the
Group; and that any activity as forbidden under subsections (a), (b) and (c) above is bound to breach the rights of the Company
in connection with such Information; and therefore the parties agree that the Freeze Period is intended to ensure such rights
of the Group.


 


	3.9	The
                                         Employee confirms that the Employee does not bring and was not required to bring to the
                                         Group any proprietary materials of third parties and that the Employee is under no restrictions
                                         relevant to the fulfillment of the Employee’s job in the Company, whether by virtue of
                                         former employment, business dealings or otherwise. The Employee further confirms that
                                         the Employee has not retained in the Employee’s possession any material (whether in written,
                                         electronic form, computer files or otherwise containing) any confidential information
                                         from any prior employer or other third party which is competitive with or related to
                                         or can be used in the business of the Group, whether or not created by her.



 


	3.10	The
    Employee recognizes and agrees that the Employee has no expectation of privacy with respect to the Company’s networks, telecommunications
    systems or information processing systems (including, without limitation, stored computer files, electronic mail messages
    and voice messages), and that the Employee’s activity and any files or messages on or using any of those systems may be monitored
    at any time by the Company without notice.




 


	3.11	The
    Employee acknowledges and agrees that a breach of any material provision of this chapter 3 might cause the Group substantial
    and irreparable harm.




 


	4.	Period
    of Employment 




 


	4.1	This
    Agreement is made for a period of one year (automatically renewable if not agreed otherwise by the parties) subject to the
    right of each party, at any time, to terminate it by giving prior notice: (i) as required by law; or (ii) immediately - if
    termination is made for cause.




 


The
term “cause” in this agreement shall be defined as any of the following events or acts of the Employee: (a) a
material breach of agreement which has not been remedied within 14 days of written notice, (b) breach of confidence, loyalty or
unauthorized disclosure or use of the Group’s or third parties intellectual properties, (c) serious and continuing breach of work
behavior rules, (d) continuing and unjustified refusal to carry out work assignments, (e) self-dealing, embezzlement or misappropriation
of the Company’s property or serious damage to the Company’s property which is intentionally caused, (f) gross negligence or misconduct,
(g) criminal behavior as determined by a court of law except traffic violations.


 






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	4.2	The
    Company shall have the right to terminate the Agreement immediately without cause, provided however that it pays to the Employee
    the entire amount due to him for the entire notice period due on the termination date.




 


	4.3	Except
                                         as provided by law, termination of this Agreement is without liability of the Company
                                         for any claims or payments beyond those earned or accrued in the course of the employment
                                         hereunder; and the Employee hereby waives any and all such claims towards the Company,
                                         its parent company and any other third party.



 


	4.4	This
    Agreement shall come into effect only upon the Effective Date provided the Employee reports to work at such time.




 


And
in Witness, the parties sign and execute this Agreement, on this 6th day of October, 2015


 





	/s/
    P.V. NanoCell Ltd	 	/s/
    Zvi Lifschitz
	P.V.
    NanoCell Ltd	 	Zvi
    Lifschitz



 






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Annex
B


 


	Kupa	 	 	 	Total
	Total	 	 	 	 
	severance
    pay	 	 	 	 
	pension	 	 	 	 
	disability
    insurance	 	 	 	 


 


****
Explanation of table — the above has to coordinate with the pension fund the employee has (details to be provided).


 


 




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