EX-10.2 Employment Agreement w/Yoseph Shaaltiel



 





Exhibit 10.2



[Translation from Hebrew]

EMPLOYMENT AGREEMENT 




Made and executed in Tel Aviv, this 1st day of September, 2001




	 	 	 
	BETWEEN:

	 	Metabogal Ltd. (corporate no. 51-190328-8)

Of the Kiryat Shmona Industrial Zone

(hereinafter: “the Company”)






of the one part                         




	 	 	 
	AND:

	 	Dr. Yoseph Shaaltiel (I.D. 05174848-1)

Of: Beit Hillel

(hereinafter: “the Employee” or “the R&D Director”)






of the other part                    




	 	 	 
	WHEREAS

	 	The Company is engaged in biotechnology; and
	 
	 	 
	WHEREAS

	 	The Employee is desirous of working for the Company in the
position of the Company’s R&D Director; and
	 
	 	 
	WHEREAS

	 	The Company is desirous of employing the Employee in the position
of the Company’s R&D Director, all pursuant and subject to the
provisions hereinafter contained;







	 	 	It is therefore declared, stipulated and agreed between the parties as follows:
	 
	1.	 	Preamble, Appendices and interpretation 






	 	1.1	 	The preamble and the Appendices hereto constitute an integral part thereof and
are to be read as one with the remaining clauses thereof.
	 
	 	1.2	 	The headings to the clauses are for ease of reference only and are not to be
applied in the interpretation of this Agreement.





	2.	 	Declarations of the parties 
	 
	 	 	The parties declare and acknowledge as follows:






	 	2.1	 	This Agreement is personal and special, and regulates the relationship between
the Company and the Employee and no general or special collective agreement will
therefore apply to the Employee.
	 
	 	2.2	 	This Agreement encompasses all the payments and/or benefits and/or other
conditions of any kind whatsoever to which the Employee is entitled from the Company.
	 
	 	2.3	 	No custom between the Company and other employees (if any) or practice will apply
to the relationship between the Employee and the Company unless expressly adopted by
this Agreement and to the extent so adopted. If the Company grants the Employee in a
certain case or cases, any benefit or payment that has not been specified in this
Agreement – the grant thereof will not create a custom between the parties or obligate
the Company in any other or additional cases.










 



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	3.	 	Description of the position
	 
	 	 	It is hereby agreed that the Employee will work at and be employed by the Company in the
position of the Company’s R&D Director.
	 
	4.	 	Undertakings of the Employee 






	 	4.1	 	The Employee undertakes to devote all his working time, energies, skills,
knowledge and experience to his work in the Company, to work loyally for the Company and
use his best efforts to advance the Company’s business and affairs.
	 
	 	4.2	 	The Employee undertakes not, for the duration of his employment with the Company,
to engage, directly or indirectly, in any other or additional work or employment, either
during or after working hours, for consideration or otherwise, unless he receives the
prior written consent of the Company and approval thereto.
	 
	 	4.3	 	The Employee will not accept in connection with his employment at the Company any
consideration or benefit whatsoever from any party, including from customers or
suppliers of the Company, either directly or indirectly.
	 
	 	4.4	 	The Employee undertakes to notify the Company immediately of any matter or thing
in which he has a personal interest or that could constitute a conflict of interest with
his work at the Company.






	5.	 	Salary






	 	5.1	 	The Employee’s salary will be $7,000 (seven thousand dollars) gross per
month1 which will be paid to him by the 9th of each month in
respect of the preceding month (hereinafter: “the Salary”).
	 
	 	5.2	 	The Salary will be linked, without any capped limit, to the Cost of Living Index
(“Tosefet Hayoker”) that will be fixed from time to time pursuant to the provisions of
the general agreements in the economy regarding the Cost of Living Index (hereinafter:
“the Updated Salary”).
	 
	 	5.3	 	The Board of Directors of the Company will discuss the terms of the Employee’s
Salary once a year.






	6.	 	 Manager’s Insurance 






	 	6.1	 	The Company will preserve the continuity of the Employee’s managers insurance
policy (or – the Company will acquire manager’s insurance for the Employee), as it did,
immediately prior to the execution of this Agreement. Calculation of the contributions
to the pension insurance plan will be made based on the gross monthly Salary.
	 
	 	 	 	The contributions to the pension insurance plan will be as follows:





	 	 	 
	8.3% for severance compensation –

	 	to be contributed by and at the expense of the Company.








 




			
	1	 	$7,000 will be translated into new Israeli
shekels on the date of the execution of this Agreement.










 



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	5% for provident payments –

	 	to be contributed by and at the expense of
the Company.
	 
	 	 
	5% for provident payments –

	 	to be deducted, with the consent of the R&D
Director, from the monthly Salary and contributed at his expense.
	 
	 	 
	2.5% for working disability allowance -

	 	to be contributed by and at the expense of the Company.







	 	6.2	 	The manager’s insurance policy will be owned by the Company from the date of the
Employee commencing his employment, and will pass to the Employee’s ownership in the
event of a termination of the employer-employee relationship between the Company and the
Employee, provided such termination has not occurred in the circumstances set out in
clause 13.2 hereof.
	 
	 	6.3	 	Should the working relationship between the Employee and the Company come to an
end in the circumstances set out in clause 13.2 hereof, all the sums accrued according
to the manager’s insurance policy before the commencement of his employment with the
Company, will be transferred to the Employee from the manager’s insurance save that out
of the sums that have accrued from the date of the commencement of his employment with
the Company there will be transferred to the Employee from the manager’s insurance, the
sums that have accrued in respect of the Employee’s contributions only, and the amounts
that have accrued on account of severance pay only, will be refunded to the Company.






	7.	 	Study fund 
	 
	 	 	The Employer will set aside for the Employee’s benefit in a Clal Study fund (hereinafter:
“the Study Fund”) on account of the Employer 7.5% of the amount of the monthly Salary as
existing from time to time (hereinafter: “the Employer’s Contribution”), up to the ceiling
recognized by the income tax authorities. The Employee will contribute to the Study Fund, in
addition to the Employer’s contributions, 2.5% of his monthly Salary as existing from time to
time (hereinafter: “the Employee’s Contributions to the StudyFund”).
	 
	 	 	The Employee hereby agrees to the Employer deducting from his monthly Salary, the Employee’s
contribution to the Study Fund. The Employee’s signature on this Employment Agreement will be
tantamount to the giving of irrevocable instructions to the Employer.
	 
	8.	 	Working hours 






	 	8.1	 	The Employee hereby declares and acknowledges that he is employed by the Company
in management positions, that his work and position in the Company require a special
method of personal trust and that the terms of his employment do not allow the Company
to supervise his work and rest hours, and, therefore, the Work and Rest Hours Law,
5711-1951 does not apply to him.
	 
	 	8.2	 	The Employee hereby declares and acknowledges that he is aware and agrees that
his employment with the Company will require him to work also at hours outside the usual
working hours and he undertakes to work overtime in accordance with the Company’s
requirements and pursuant to the needs of the work. The










 



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	 	 	 	Employee’s Salary has been set taking into account that stated above, and he will not
be entitled to any additional payment for working overtime.






	9.	 	Fringe Benefits






	 	9.1	 	Vacation leave
	 
	 	 	 	The R&D Director will be entitled to 24 vacation days per year, and proportionately for
part of the year. In reckoning the vacation days, Saturdays and Festivals will not be
taken into account. The date of the vacation will be arranged between the R&D Director
and the Company’s management. The Company will pay the R&D Director on the annual
vacation days his Salary in full and all the benefits and ancillary fringe benefits.
The vacation days may be accumulated up to a maximum of 48 days or may be encashed, at
the discretion of the R&D Director.
	 
	 	9.2	 	Sick leave 
	 
	 	 	 	The Employee will be entitled to 30 calendar days sick leave per year. The sick leave
may be accumulated in accordance with the law. For the duration of the Employee’s
sickness – until the expiration of the sick leave to which the Employee is entitled,
the Company will pay the R&D Director the monthly Salary in full and all the benefits
and accompanying fringe benefits from the first day of sickness, less disability
allowance payments that will be paid by the insurance company in respect of the sick
leave to which the Employee is entitled. Sick leave may not be redeemed in cash.
	 
	 	9.3	 	Vacation allowance 
	 
	 	 	 	The Employee will be entitled to payment of vacation allowance pursuant to the
provisions of the Extension Order regarding the Employee’s participation in vacation
costs and holiday, according to the Collective Agreements Law, 5717-1957 or any other
law in substitution therefor, for 12 vacation days per year.






	10.	 	Cellular telephone 
	 
	 	 	The Employee is entitled to a cellular telephone of the Company and the maintenance and user
expenses will be borne by the Company.
	 
	11.	 	Company Vehicle 






	 	11.1	 	The Company will provide the Employee with a suitable vehicle matching the
requirements of his position (                                        ), in which an automatic fuelling device
will be installed (of the type prescribed by the Company). The class of the vehicle,
engine capacity and year of manufacture will be at the Company’s absolute discretion.
The Company may change the vehicle in the Employee’s possession from time to time, at
its discretion.
	 
	 	11.2	 	The vehicle will be owned by the Company and the Company will bear all the
maintenance and user costs thereof. The Employee’s family members will be entitled to
use the vehicle after working hours, and at weekends.










 



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	12.	 	Expenses 
	 
	 	 	The Employee will be entitled to reimbursement of expenses incurred by him in connection with
his position in the Company pursuant to the Company’s procedures as set from time to time,
against appropriate receipts being furnished. Reimbursement of the expenses will be made on
the payment date of the Salary in respect of receipts provided by the Employee to Accounts by
the 20th of each preceding month, for the month in which the Salary will be paid.
	 
	13.	 	Term of the Agreement 






	 	13.1	 	This Agreement will enter into effect as of the execution hereof, and is made for
an indefinite period and may be brought to an end by the Company’s Board of Directors,
by prior notice of not less than 90 days. Notwithstanding the foregoing it is hereby
agreed, that the Employee will not be entitled to give a notice of the termination of
his employment according to this Agreement before 33 months have elapsed from the date
of the execution thereof. It is hereby further agreed that notwithstanding the
foregoing, the Company reserves the right to dismiss the Employee immediately, provided
that the Company pays him prior notice redemption monies.
	 
	 	13.2	 	Notwithstanding the foregoing the Company will be entitled to terminate this
Agreement, without any prior notice, upon the occurrence of one or more of the following
events:






	 	13.2.1	 	The Employee has been convicted of an infamous offence;
	 
	 	13.2.2	 	The Employee has betrayed his position with the Company or has breached his
fiduciary duty towards it;
	 
	 	13.2.3	 	The Employee has breached his Confidentiality duty towards the Company;
	 
	 	13.2.4	 	The Employee has wilfully caused or wilfully assisted others to cause damage to
the Company or its property.






	 	13.3	 	Where the Employee has been dismissed by the Company in the circumstances set out
in clause 13.2 above, the Company may immediately terminate payment of the Employee’s
Salary and payment of the fringe benefits and immediately cease providing a vehicle and
cellular telephone to the Employee’s use, in which case the Employee will not be
entitled to receive any sum from the Company except as stated in clause 6.3 above.
	 
	 	13.4	 	The Employee undertakes, upon the termination of his employment with the Company,
for any reason whatsoever, to hand over his position in an orderly fashion and fully
co-operate with such person as the Company will instruct, and hand over to the Company
all the documents, information, equipment and material that has reached him or that has
been prepared by him in connection with his employment at the Company.






	14.	 	Confidentiality 






	 	14.1	 	The Employee hereby declares and acknowledges that he is aware that the
information and knowledge of any kind whatsoever that has been or will be conveyed to
him and/or which has or will reach his knowledge during the course










 



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	 	 	 	of and/or consequent upon his employment with the Company, and in particular the
information relating to the Company’s business, its know-how, technology, suppliers,
customers and the like are highly confidential and of great value to the Company, and
constitute professional and trade secrets of the Company and the disclosure thereof
could cause damages and losses to the Company.
	 
	 	14.2	 	The Employee undertakes to keep absolutely secret all the information and
knowledge that has been or will be given to him and/or which will reach his knowledge
during the course of and/or in consequence of his employment with the Company and which
pertain to the Company in any manner or form, including technical or professional
knowledge of the Company, trading and financial know-how, its engagements with
suppliers, customers, contractors for its business, its plans, etc., and not to disclose
the same to any other person or persons, nor enable the disclosure thereof by others,
directly or indirectly, except in the scope of, or for the sake of, his employment in
the Company, either during the period of his employment with the Company as well as
after the termination, for any reason whatsoever, of his employment with the Company,
without any limitation in time, with the exception of information which he is under a
duty to disclose by law and information that has fallen into the public domain,
otherwise than by reason of any act or omission of the Employee.






	15.	 	Non-competition 
	 
	 	 	The Employee undertakes that unless he receives the prior written consent of the Company,
during the entire term of the existence of the employer-employee relationship between him and
the Company and for a period of 24 months thereafter, for any reason whatsoever, he will not
work for nor take part in the position of R&D Director or in a like position, directly or
indirectly, in any business, whether incorporated or unincorporated, that competes with the
Company or its business, all within the area of the State of Israel.
	 
	 	 	In addition the Employee undertakes that for a period of 24 months after the date of
expiration of his employment with the Company, not to turn to or have any business connection
whatsoever with any person or entity who, on the date of the termination of the Employee’s
employment, were customers and/or suppliers of the Company, or were in negotiations with the
Company in connection with the carrying out of any business with it and/or the Company’s
employees and/or contractors and/or advisors, all this with the object of carrying out,
directly or indirectly, any act which could interfere with the relationship between the
Company and any of the parties mentioned above.
	 
	 	 	For the avoidance of any doubt the Employee’s undertaking for non-competition contained in
this clause is in addition to the Employee’s undertaking to keep confidentiality mentioned in
clause 14 above, and the amount of the Employee’s Salary has, inter alia, been set on
reliance on this undertaking and constitutes appropriate consideration for such undertaking.
	 
	 	 	For the purpose of this clause 15 – “directly or indirectly” includes engaging as an
independent owner, shareholder, partner, manager, agent, employee, clerk or advisor.
	 
	16.	 	Intellectual property 










 



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	 	16.1	 	In this Agreement, the expression “development” means, any idea and/or invention
and/or design and/or plan and/or document and/or software and/or computer programs of
any kind whatsoever and/or process and/or system and/or procedure, all these including
all and any accompanying documentation or annexed thereto, on any media whatsoever and
including all the versions and copies thereof and everything stated and pertaining
thereto or resulting therefrom, that have been developed and/or written and/or created
by the Employee during the period of the employment, whether alone or together with
others, in their entirety or in part.
	 
	 	16.2	 	It is agreed and declared that the developments are the Company’s full and
exclusive property and that the Employee has no right therein whatsoever. For the
avoidance of any doubt, the Employee hereby transfers and assigns to the Company all of
his rights, including, but without derogating from the generality of that stated, the
right of ownership which he has or will have, alone or jointly with others, in all the
developments, whether they are registrable as a patent or protectable as copyright, or
protectable as intellectual or material property in any other way.
	 
	 	16.3	 	For the avoidance of any doubt it is stated that the Company will be entitled to
use and market the developments and also make changes and/or translations and/or
derivative works thereof without the need of the Employee’s licence and without his
being entitled by reason thereof to any consideration and the Company will further be
entitled not to distribute any such developments and/or not to name the Employee as the
originator of such development, if it is generally publicized.
	 
	 	16.4	 	The Employee will not be entitled to any payment or other consideration in
respect of the developments in addition to regular Salary in respect of the period of
his employment in the Company. This undertaking serves an agreement with respect to
section 134 of the Patents Law, 5727-1967.
	 
	 	16.5	 	In connection with any one of the developments which are the Company’s property
and/or which has been conferred upon it as stated above, the Employee undertakes to
convey all information and particulars and also, at the Company’s request, to promptly
sign any document, including a specific transfer of ownership to the Company and effect
any act that is reasonably required in order to enable the Company to register a patent,
copyright or other protection, in any country whatsoever, or to realize its rights in
any other way.






	 	 	This undertaking is in addition to and does not derogate from any other right of the Company
by law.
	 
	17.	 	Miscellaneous






	 	17.1	 	This Agreement is subject to the approval by the Board of Directors of the
Company and be of no binding effect on the Company until such approval has been
received.
	 
	 	17.2	 	This Agreement encompasses the agreement between the parties and no negotiations,
statement, representation, undertaking or agreement, if at all, whether in writing or by
word of mouth, expressly or impliedly between the parties prior to the signature of this
Agreement, will be of any effect.










 



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	 	17.3	 	With the exception of the matters for which it has been expressly provided that
the Company will gross up the tax payments, it is hereby agreed that the Employee will
bear all taxes and other compulsory payments that will apply to him in respect of all
the amounts that will be paid to him under this Agreement and in respect of all the
benefits and/or advantages that will be conferred upon him, and the Company will deduct
from his Salary the amount of any tax and/or other compulsory payment the deduction of
which is required by any law.
	 
	 	17.4	 	No conduct by any of the parties will be deemed to be a waiver of any of that
party’s rights hereunder or under any law and/or as a waiver or consent on its part to
any breach or non-performance of any condition whatsoever unless such waiver, consent,
delay, variation, cancellation or addition has been made or given expressly and in
writing.
	 
	 	17.5	 	No modification to this Agreement will be of any effect nor may any of the
conditions thereof be varied without a written document bearing the signature of the
parties. For the avoidance of any doubt it is clarified that none of the conditions of
this Agreement may be varied by way of conduct, custom, and the like.
	 
	 	17.6	 	The addresses of the parties for the purposes of this Agreement are as set out
below:
	 
	 	 	 	The Company –

The Employee –
	 
	 	 	 	Any notice that will be sent by registered mail by one party to the other according to
the above address will be deemed to have been received by the addressee from the time
of being posted in an Israeli Post Office, and if served personally – from the time of
its service and, if despatched by fax, at the end of the transmission thereof.





In witness whereof the parties have set their hands:




	 	 	 	 	 
	/s/ Zeev Bronfeld 

The Company

	 	/s/ Yoseph Shaaltiel
 

The Employee
	 	 
	Metabogal Ltd.