EX-10.3 Employment Agreement w/Einat Almon



 





Exhibit 10.3




[Translation from Hebrew]


EMPLOYMENT AGREEMENT 




Made and executed this 19th day of December, 2004




	 	 	 
	BETWEEN:

	 	Protalix Ltd.

Of 2 Snonit Road, Science Park, P.O.B. 455, Carmiel 20100

(hereinafter: “the Company”)






of the one part                      




	 	 	 
	AND:

	 	Dr. Einat Almon (I.D. 55614481)

Of: 10 Hadass St., Timrat,

(hereinafter: “the Employee”)






of the other part                    




	 	 	 
	WHEREAS

	 	The Company is engaged in biotechnology; and
	 
	 	 
	WHEREAS

	 	The Employee is desirous of working in the position of Senior
Director of Product Development in the field of biotechnology
(“the Position”); and
	 
	 	 
	WHEREAS

	 	The Employee declares that she has the know-how, skills and
experience required in order to fulfill the Position pursuant to
the terms of this Agreement; and
	 
	 	 
	WHEREAS

	 	On reliance on the Employee’s declarations and undertakings
contained in this Agreement, the Company is desirous of employing
the Employee, and the Employee is desirous of being employed by
the Company in the Position, pursuant to the terms contained in
this Agreement;







	 	 	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 in
connection with her employment.
	 
	 	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










 



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	 	 	 	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.






	3.	 	Description of the position






	 	3.1	 	It is hereby agreed that the Employee will work at and be employed by the Company
in the position of Senior Director of Product Development in the field of biotechnology,
on a full-time basis; the Position will include:






	 	3.1.1	 	The identification, absorption and development of new protein to be
used as products in and by the Company;
	 
	 	3.1.2	 	Pre-clinical and clinical development of enzymes to treat Gaucher
disease;
	 
	 	3.1.3	 	Working with the FDA and clinical researchers;
	 
	 	3.1.4	 	Responsibility for managing the Company’s patents portfolio with the
patent editor; and
	 
	 	3.1.5	 	The carrying out of any other task or assignment required in
connection with the performance of the Position by the Employee, in accordance
with the CEO’s decision.






	 	3.2	 	The Employee will, in her work in the Company, be subordinate to the CEO of the
Company; participate at the discretion of the CEO, in discussions pertaining to tracking
the methods of operating in the Company, to the extent they pertain to her Position and
acting in accordance with the Company policy and procedures, as prevailing from time to
time.






	4.	 	Undertakings of the Employee 






	 	4.1	 	The Employee undertakes to devote all her working time for the purpose of
performing the Position, to the extent of the work stated in clause 3.1 above, and will
apply all her energies, skills, knowledge and experience to her employment in the
Company, carry out her work in the Company professionally, devotedly and diligently,
faithfully act vis-à-vis the Company and use her best endeavours to promote the business
and affairs of the Company.
	 
	 	4.2	 	The Employee undertakes not, for the duration of her 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 she receives the
prior written consent and approval of the CEO at his discretion.
	 
	 	4.3	 	The Employee will not accept in connection with her 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 she has a personal interest or that could constitute a conflict of interest
with her work at the Company.










 



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	5.	 	Salary and bonuses






	 	5.1	 	The Employee’s salary during the period of her employment with the Company will
be NIS. 28,000 (twenty-eight thousand shekels) (gross) per month that will be paid to
her by the 10th of each month in respect of the preceding month (hereinafter:
“the Salary”). The Salary consists of any increment that it is obligatory or usually
paid to employees at the Employee’s grade and status. It is clarified that any benefit,
contribution or bonus to which the Employee will be entitled pursuant to the terms of
this Agreement will be computed on the basis of the Salary only, without any benefit,
contribution or bonus being taken into account or included in, the Salary.
	 
	 	5.2	 	In addition, if (and only if) any of the circumstances set out in clauses 5.2.1
and 5.2.3 hereof apply, will the Employee receive bonuses as prescribed in those
clauses, as follows:






	 	5.2.1	 	A bonus in the sum of US$15,000 for each new protein that will,
after passing initial and successful due diligence investigation, be integrated
by means of the Employee in the Company’s development program (if at all);
	 
	 	5.2.2	 	A bonus in the sum of US$10,000 upon commencement of Phase III of
the development of the enzyme to treat Gaucher disease (if at all);
	 
	 	5.2.3	 	A bonus in the sum of US$30,000 for approval as a medication by the
FDA of the protein developed by the Company to treat Gaucher disease (if at all).






	6.	 	Discussion of Grade and Salary






	 	6.1	 	Six months after the date of the commencement of the Employee’s employment a
discussion will be held with the Employee pertaining to her appointment as
Vice-President of the Company, including the terms of her employment derivative
therefrom (VP).
	 
	 	6.2	 	As from the second year of the Employee’s employment, at the end of each year
during the term of this Agreement, a discussion will be held on the amount of the
Employee’s salary, and the possibility of the Employee’s advancement in salary by the
Company will be considered, that promotion, inter alia, to be weighed in light of the
Company’s condition, compliance with the Company’s goals, employee’s skills, performance
and devotion to the work.
	 
	 	6.3	 	It is hereby clarified that notwithstanding the stated in this clause 6, the
definition of the Employee as Vice-President and/or change in the terms of her
employment as stated in clause 6.1 and/or the advancement of the Employee in her salary
as stated in clause 6.2 will be at the sole discretion of the Company, and the Company
assumes no obligation whatsoever to promote the Employee in the Position and/or in
Salary as stated in these clauses.






	7.	 	Manager’s and work disability insurance 






	 	7.1	 	The Company will contribute in respect of a manager’s insurance policy for the
benefit of the Employee amounts to the extent of 8.3% of the monthly salary in respect
of severance compensation and 5% of the monthly salary in respect of provident savings
payments. The Employee hereby agrees that the Company will deduct from her monthly
salary and remit to the above policy contributions in the










 



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	 	 	 	sum of 5% of the monthly salary on account of the Employee, in respect of provident
pay. It is further agreed that the Company will make contributions at its expense to
the Employee’s work disability insurance policy, in the sum of 2.5% of the Salary.
	 
	 	7.2	 	The manager’s insurance policy will be owned by the Company from the date of the
Employee commencing her employment. In the event of a severance of the employer-employee
relationship between the Company and the Employee, the Employee will be entitled to
assign such insurance policy, including the severance pay fund therein, into her name,
provided such termination has not occurred in the circumstances set out in clause 15.2
hereof, in which case and subject to any law, the Company will be exempt from releasing
to the Employee the monies that have been contributed at the expense of the Company to
such insurance policy, and it will not be bound to instruct the insurance company or the
severance compensation fund, as appropriate, to pay the Employee such monies.






	8.	 	Study fund 
	 
	 	 	The Employer will contribute to a Study fund in favour of the Employee 7.5% of the amount of
the monthly Salary at the expense of the Company and 2.5% of the amount of the monthly
salary at the expense of the Employee. The Employee hereby agrees to the making of the
contributions from her salary by the Company as stated for purposes of the Study fund.
	 
	9.	 	Granting of options 
	 
	 	 	Subject to the conditions contained in this clause 9, the Company will grant the Employee
options to acquire ordinary shares of the Company at the rate of 0.5% (half a percent) of the
issued share capital of the Company as of the date of this Agreement, pursuant to the
Company’s option plan as applicable from time to time. Notwithstanding that stated, the
allotment will be subject to the approval of the Board of Directors of the Company, and the
signature of an option agreement between the Employee and the Company, to the Company’s
satisfaction. If such options are granted, the exercise price thereof will be as determined
by the Board of Directors, and they will vest gradually over a four (4) year vesting period,
pursuant to the conditions that will be set in the option agreement or such option plan, and
will be subject to all the remaining conditions of the option plan, option agreement and the
law.
	 
	10.	 	Working hours 






	 	10.1	 	The Employee hereby declares and acknowledges that she is employed by the Company
in an executive position, that her work and position in the Company require a special
method of personal trust and that the terms of her employment do not allow the Company
to supervise her work and rest hours, and, therefore, the Work and Rest Hours Law,
5711-1951 does not apply to her.
	 
	 	10.2	 	The Employee hereby declares and acknowledges that she is aware and agrees that
her employment with the Company will require her to work also at hours outside the usual
working hours and may include trips inside and out of Israel, and she undertakes to work
overtime and take such trips in accordance with the Company’s requirements and pursuant
to the needs of the work. It is agreed and stated that the Employee’s salary has been
set taking into account that stated










 



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	 	 	 	above, and she will not be entitled to any additional payment beyond that expressly
provided in this Agreement for working overtime and for such trips.






	11.	 	Fringe Benefits






	 	11.1	 	Vacation leave
	 
	 	 	 	The Employee will be entitled to 22 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 Employee and
the Company’s CEO. The Company will pay the Employee on the annual vacation days her
Salary in full and all the benefits and ancillary fringe benefits. The vacation days
may be accumulated up to a maximum of 44 days, but may not be redeemed in cash by the
Employee except (and without derogating from any of the Company’s rights pursuant to
this Agreement and/or at law) in the case of termination of the employer-employee
relationship (in which case the Employee will be entitled to encash the vacation days
that have accrued in her favor, but in no event for more than such period of 44 days).
	 
	 	11.2	 	Vacation allowance 
	 
	 	 	 	The Employee will be entitled to payment of vacation allowance pursuant to the
provisions of law.






	12.	 	Vehicle 






	 	12.1	 	The Company will provide the Employee with a vehicle during the course of her
employment, such vehicle having an engine capacity of 1600cc., like a Toyota Corolla,
Mazda 3 or like vehicle, at the discretion of the Company (“the Vehicle”). The expenses
of using the Vehicle will be borne and paid by the Company.
	 
	 	12.2	 	Notwithstanding that stated, it is hereby clarified that (1) without derogating
from the generality of that stated in clause 19.2 hereof, any tax liability in respect
of providing vehicle to the Employee as stated and the use thereof will be borne solely
by the Employee, who will also bear every such expense, and (2) the Company will bear no
responsibility (a) to pay fines that will be imposed in respect of the Vehicle and/or
(b) for the unlawful or unreasonable use of the Vehicle, and any such liability will
attach exclusively to the Employee.






	13.	 	Expenses 
	 
	 	 	The Company will reimburse the Employee for her expenses in connection with performance of
the Position, up to the monthly sum of NIS. 500, against receipts and in accordance with the
Company’s procedures existing from time to time. Notwithstanding the foregoing, the amount of
the reimbursement in respect of traveling and staying abroad within the scope of the
Employee’s Position in the Company will be in accordance with the Company’s procedures, as
existing from time to time. The reimbursement of additional expenses beyond the above amount
will only be paid to the extent approved in advance by the CEO of the Company.










 



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	14.	 	Telephone 
	 
	 	 	During the term of this Agreement, the Company will provide the Employee with a cellular
telephone. The expenses of using the cellular telephone up to the sum of NIS. 1,000 will be
borne and paid by the Company. The expenses of using the cellular telephone that exceed the
sum of NIS. 1,000 per month will be borne by the Employee. In addition, the Company will
reimburse the Employee for further telephone expenses for calls made within the course of the
work, if any.
	 
	 	 	The cellular telephone will at all times remain in the ownership of the Company and be
returned to the Company immediately upon the termination of this Agreement, for any reason
whatsoever.
	 
	15.	 	Term of the Agreement 






	 	15.1	 	This Agreement will enter into effect on 19th December, 2004, and is
made for an indefinite period and may be brought to an end by the parties by 60 days
prior notice in writing. It is further hereby agreed that notwithstanding the foregoing,
the Company reserves the right not to use the Employee’s services during the period of
the prior notice mentioned or part thereof, provided that the Company pays her for the
equivalent of the prior notice.
	 
	 	15.2	 	Notwithstanding the foregoing the Company will be entitled to bring this
Agreement to an end immediately, upon the occurrence of one or more of the following
events:






	 	15.2.1	 	The Employee has committed a fundamental breach of this Agreement and has failed
to rectify the same within 5 days of receiving notice to do so.
	 
	 	15.2.2	 	The Employee has been convicted of an infamous;
	 
	 	15.2.3	 	The Employee has betrayed her position with the Company or has breached her
fiduciary duty towards it;
	 
	 	15.2.4	 	The Employee has breached the provisions contained in clauses 16, 17 and/or 18
hereof.
	 
	 	15.2.5	 	The Employee has wilfully caused or with gross negligence or assisted others
wilfully or with gross negligence, to cause damage to the Company or its property.
	 
	 	15.2.6	 	In any case where full or partial payment of severance pay to the Employee may
be denied, in accordance with the law customary in Israel.






	 	15.3	 	Without derogating from any of the Company’s rights pursuant to this Agreement
and/or under the law, where the Employee has been dismissed by the Company in the
circumstances set out in clause 15.2 above, the Company may immediately terminate
payment of the Employee’s Salary and payment of the fringe benefits and immediately
cease providing a vehicle for the Employee’s use.
	 
	 	15.4	 	The Employee undertakes, upon the termination of her employment with the Company,
for any reason whatsoever, to hand over her position in an orderly fashion and fully
co-operate with such person as the Company will instruct. The Employee further
undertakes that upon the termination of her work in the Company, for any reason
whatsoever, or at the Company’s first request, whichever is the earlier, she will hand
over to the Company all the documents, information, equipment and material in any form
whatsoever, that has reached her










 



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	 		 	or that has been prepared by her in connection with her employment at the Company.






	16.	 	Confidentiality 






	 	16.1	 	The Employee hereby declares and acknowledges that she is aware that the
information and knowledge of any kind whatsoever that has been or will be conveyed to
her and/or which has or will reach her knowledge during the course of and/or consequent
upon her employment with the Company, including, and without derogating from the
generality of the foregoing, information relating to the Company’s business, its
know-how, (including technical, professional, trading and/or economic know-how),
technology, suppliers, products, plans, customers, contractors, employees and the like
(hereinafter: “the Information”) 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.
	 
	 	16.2	 	The Employee undertakes to keep absolutely secret all the Information, and not to
disclose the same to any other person or entity, nor enable the disclosure thereof by
others, directly or indirectly, (except as required in order to perform her Position,
pursuant to this Agreement), either during the period of her employment with the Company
as well as after the termination, for any reason whatsoever, of her employment with the
Company, without any limitation in time. The foregoing will not apply to Information for
which there is a duty to disclose by order of the court (subject to the Employee
notifying the Company a reasonable time in advance of the duty to disclose the
Information according to the order, and only disclose that part of the Information the
disclosure of which is required by the order) and information that has fallen into the
public domain, otherwise than by reason of any act or omission of the Employee.
	 
	 	 	 	Pursuant to the Company’s demand, from time to time, the Employee will sign a letter of
undertaking to maintain confidentiality and prevent a conflict of interest, such letter
to be in the form acceptable for the time being in the Company.
	 
	 	16.3	 	The Employee undertakes not to effect with the Information any use of whatsoever
kind (directly or indirectly) otherwise than for the purpose of performing her Position,
pursuant to this Agreement, both during and after the termination, for any reason
whatsoever, of her employment with the Company, without limitation in time.
	 
	 	16.4	 	The Employee declares and acknowledges that the Company is not granting to her by
virtue of this Agreement and/or her employment in the Company and/or otherwise, any
right of any kind whatsoever, in or in connection with the Information, and that the
Information is the Company’s exclusive property and will remain the Company’s exclusive
property at all times, and without limitation in time.
	 
	 	16.5	 	The Employee declares and acknowledges that irreversible damages will be caused
the Company, that cannot be remedied and/or compensated for financially, in the event of
the Employee failing to meet her commitments under this Agreement, and that the Company
could find itself in a situation in which it will have no suitable remedy by virtue of
the law in the event of a breach by the










 



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	 	 	 	Employee of such undertakings. In light of the foregoing, the parties hereby agree that
the Company will be entitled to apply for and obtain an injunction or such other relief
as it may request, in the event of a breach or reasonable concern of a breach of the
Employee’s undertakings under this Agreement.






	17.	 	Non-competition 






	 	17.1	 	The Employee undertakes that unless she receives the prior written consent of the
Company, during the entire term of the existence of the employer-employee relationship
between her and the Company and for a period of 12 months thereafter, for any reason
whatsoever, she will not work for nor take part, directly or indirectly, in any
business, whether incorporated or unincorporated, that competes with the Company or its
business directly, all whether within the area of the State of Israel or abroad.
	 
	 	17.2	 	In addition the Employee undertakes that for a period of 24 months after the date
of expiration of her employment with the Company, not to turn to or have any business
connection whatsoever with any person or entity who, on or around 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 were the Company’s employees and/or contractors and/or
advisors and/or with any person or entity who, on such date was in any other business
contact with the Company, all this in order to carry out directly or indirectly any act
which might interfere with the relationship between the Company and any of the parties
mentioned above, and/or damage the Company in any form or manner whatsoever.
	 
	 	17.3	 	For the avoidance of any doubt, the Employee’s undertakings according to this
clause 17 are in addition to all the Employee’s undertakings under this Agreement,
including, but without derogating from the generality of the foregoing, her undertaking
according to clauses 16 and 18 of this Agreement. The Employee hereby declares and
acknowledges that her undertakings according to this clause 17 are reasonable in the
circumstances and that the amount of her salary has, inter alia, been set on reliance on
these undertakings and constitutes proper consideration for such undertakings.
	 
	 	17.4	 	For the purpose of this clause 17 – “directly or indirectly” includes, without
derogating from the generality of the foregoing, by means of engaging in business as an
owner, self-employed person, shareholder, partner, director, manager, agent,
distributor, supplier, contractor, sub-contractor, employee, clerk or advisor.






	18.	 	Inventions and Developments 






	 	18.1	 	In this Agreement, the expression “development” means, any idea and/or invention
and/or design and/or patent and/or copyright 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
pertaining thereto or resulting therefrom, including, and without derogating from the
generality of the foregoing, any intellectual property right in connection therewith,
all that has been developed and/or invented and/or written and/or created by the
Employee during the period










 



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	 	 	 	of the employment in the Company and/or as a result of her work in the Company, whether
alone or together with others, in their entirety or in part.
	 
	 	18.2	 	It is agreed and declared that the developments are and will be the Company’s
full and exclusive property and that the Employee has and will have any right therein
whatsoever. For the removal of any doubt the Employee hereby transfers and assigns to
the Company all of her rights, including, but without derogating from the generality of
that stated, the right of ownership which she 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, or
not.
	 
	 	18.3	 	For the avoidance of any doubt it is clarified that the Company will be entitled
to use and market the developments and/or protect the same with registration by law or
by any other method and also make changes and/or translations and/or derivative works
thereof and/or translations thereof and/or exploit or use the same in any other way, for
any purpose whatsoever, and on such terms as the Company will deem fit, at its sole
discretion, without the need of the Employee’s consent and without derogating from the
generality of that stated in clause 18.4 hereof, without the Employee being entitled by
reason thereof to any consideration whatsoever.
	 
	 	18.4	 	The Employee will have no claim of any kind whatsoever against the Company in
connection with any development. Without derogating from the foregoing, the Employee
will not be entitled to receive any payment or other consideration in respect of the
developments in addition to regular salary in respect of the period of her employment in
the Company.
	 
	 	18.5	 	In connection with any one of the developments, the Employee undertakes to convey
all information and particulars and, at the Company’s request, to co-operate and
promptly sign any document, including a specific transfer of ownership or any other
right to the Company and effect any act that is required in order to enable the Company
to register a patent, copyright or any protection, in any country whatsoever, or to
realize its rights in any other way.
	 
	 	18.6	 	The Employee’s undertakings and the rights of the Company by virtue of this
clause 18 are unlimited in time and are in addition to and does not derogate from any
other right of the Company by law.






	19.	 	Miscellaneous






	 	19.1	 	This Agreement encompasses the agreement between the parties and no agreement,
memorandum, negotiations, statement, representation, undertaking or accord, whether made
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.
	 
	 	19.2	 	It is hereby agreed that the Employee will bear all taxes and other compulsory
payments that will apply to her in respect of all the amounts that will be paid to her
under this Agreement and in respect of all the benefits and/or advantages that will be
conferred upon her, and the Company will deduct from her Salary the amount of any tax
and/or other compulsory payment the deduction of which is required by any law.










 



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	 	19.3	 	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 or consent
(as appropriate) has been approved by that party in writing.
	 
	 	19.4	 	Insofar as any of the undertakings of any party to this Agreement as set out
herein are declared to be void or unenforceable this will not derogate from any of the
other undertakings of that party, which will remain in full force and effect. Insofar as
such undertaking is found to be void or unenforceable by reason of the extent or period
thereof or like limitations, such unenforceable undertaking will be restricted so as to
be enforceable in the extent and for the maximum period permitted by law, and which do
not exceed the extent and period specified in this undertaking.
	 
	 	19.5	 	This Agreement is subject to Israeli law and any dispute relating thereto will be
disposed of in the authorized court in Tel Aviv — Yafo.
	 
	 	19.6	 	This Agreement may not be assigned or transferred by the Employee in any manner
or to any person or body.
	 
	 	19.7	 	No modification to this Agreement will be of any effect nor may any of the
conditions thereof may be amended 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 amended by way of conduct, custom, and etc.
	 
	 	19.8	 	The addresses of the parties for the purposes of this Agreement are as set out at
the head of this Agreement. Any notice (1) which will be sent by registered mail by one
party to the other according to such address will be deemed to have been received by the
addressee within 72 hours of the time of posting in Israel; (2) which has been delivered
personally – will be deemed to have been received by the addressee at the time of
service and, (3) if despatched by fax, will be deemed to have been received by the
addressee at the end of the transmission thereof and the receipt of a confirmation of
despatch by the fax device from which the notice was sent.
	 
	 	19.9	 	The provisions of clauses 2.2, 7.2 and 12.2, the second paragraph of clause 14,
15.3, 15.4, 16, 17, 18, 19.2, 19.3, 19.5, 19.6, 19.8 and 19.9 will remain in force even
after the termination of this Agreement for any reason whatsoever.





In witness whereof the parties have set their hands:




	 	 	 	 	 	 	 	 	 
	 

	 	/s/ David Aviezer
 

The Company
	 	 	 	/s/ Einat Almon
 

The Employee
	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	David Aviezer
 


	 	 	 	 	 	 
	 
	 

	 	Protalix Ltd.

Corporate no. 511903288