Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into the date indicated in Exhibit A
attached to this Agreement (the “Employment Commencement Date”), by and between RNA Ltd., of 7 Ze’ev
Jabotinsky St., Ramat–Gan, Israel (the “Company”), and the person identified in Exhibit A
(the “Employee”).


 


WHEREAS
Company wishes to employ Employee in the Position (as defined hereunder) as of the Employment Commencement Date and throughout
the Term (as such terms are defined hereunder), and Employee agrees to continue be so employed by Company; and


 


WHEREAS
the parties wish to regulate their relationship in accordance with the terms and conditions set forth in this Agreement;


 


NOW,
THEREFORE, in consideration of the mutual premises, covenants and undertakings contained herein, the parties hereto have hereby
agreed as follows:


 


1.
Employment


 


1.1.
Employee represents and warrants to Company that he/she is free to be employed by Company pursuant to the terms contained in this
Agreement and there are no contracts and/or impediments and/or restrictive covenants preventing full performance of the Employee’s
duties and obligations hereunder.


 


1.2.
The Employee shall be employed in the position identified in Exhibit A (the “Position”) and shall have
such responsibilities as described in Exhibit A (the “Responsibilities”). The Employee shall report
to the Company’s Board of Directors (the “Board”). The Employee shall carry out such other assignments and duties
as are determined from time to time by the Company or the Board.


 


1.3.
Employee affirms and undertakes throughout the Term: (a) to devote his/her working time, know-how, energy, expertise, talent,
experience and best efforts, as shall be required, to the business and affairs of Company and to the performance of his/her duties
with Company, and (b) to perform and discharge well and faithfully, with devotion, honesty and fidelity, his/her obligations pursuant
to his/her Position; (c) to comply with all of Company’s disciplinary regulations, work rules, policies, procedures and
objectives, as may be determined by Company from time to time; (d) not to receive, at any time, whether during the Term and/or
at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any unrelated third party
in connection with his/her employment with Company; (e) to immediately and without delay inform the Board of any affairs and/or
matters that might constitute a conflict of interest with Employee’s Position and/or employment with Company; (f) not to
use any trade secrets or proprietary information in such a manner that may breach any confidentiality and/or other obligation
Employee may have undertaken relating to any former employer(s) and/or any third party; (g) to assist the Company, at its request,
in any action in which the Company is involved, and, unless required by law, not to assist any action brought against the Company;
all, except for any actions of the Employee against the Company.


 




    	 



    	 



    

 


1.4.
The Employee shall be employed at such scope as set in Exhibit A. Regular working hours of the Company are Sunday to
Thursday, between the hours 09:00 until 18:00. On the day designated in Exhibit A, will be deemed as the shortened
workday for the purpose of the Extension Order for Shorten Work Week of March 15, 2018 (the “Shortened
Day”). The Company may change the Shortened Day, in its sole discretion, in accordance with applicable law.
Saturday (Shabbat) shall be considered the Employee’s official rest day. Furthermore, Employee shall serve as a senior
representative of the Company, a position which requires a special degree of personal trust, as defined in the Working Hours
and Rest Law, 1951 (the “Working Hours and Rest Law”). Therefore, in these special circumstances, the
provisions of the Working Hours and Rest Law shall not apply on the Employee’s employment under this Agreement.
Employee acknowledges that while Employee is abroad as part of Employee’s obligations under this Agreement, Employee
shall be required to work “overtime” hours, including during late hours and during “weekly
rest-hours”, and that Employee shall not be granted any additional compensation with regard to such
“overtime” hours. Employee acknowledges that the monetary implications of this provision have been taken into
account by the parties to this Agreement in their decision on the compensation specified in Appendix A and by the
Employee in the Employee’s decision to engage in this Agreement.


 


2.
Compensation


 


2.1.
Salary


 


2.1.1.
During the Term, and in consideration for the performance of the duties hereunder, the Company shall pay to Employee the Salary
(as set forth in Exhibit A).


 


2.1.2.
The Salary shall be payable in accordance with the Company’s customary payroll procedures. The Salary shall be adjusted
according to the governmental directives published from time to time and binding on the Company (Tzavei Harchava) with
respect to cost-of-living increases (Tosefet Yoker). Furthermore, subject to the approval of the Board of Directors, Employee
shall be entitled to an annual augmentation of the Salary.


 


2.1.3.
The Salary shall serve as the basis for the calculation of the deductions and contributions to Managers’ Insurance Policy,
and Pension Fund, and for all other social benefits. Moreover, the Severance Portion, as set forth in Section 2.3 below, shall
be based and calculated solely upon the Salary.


 


2.1.4.
Employee shall be entitled to annual recreation pay (Dmey Havra’a) in an amount to be determined in accordance with Israeli
regulations as in effect from time to time with respect to such pay.


 


2.2.
Transportation Expenses. Employee shall be entitled to the amount set forth in Exhibit A hereto with respect
to the employer’s participation in an Employee’s transportation expenses from Employee’s home to work and back.


 


2.3.
Pension Arrangements.


 


The
Company shall insure the Employee under an accepted ‘Managers Insurance’ plan (the “Managers Insurance Policy”)
or Pension Fund (the “Pension Fund”), or through a combined plan at Employee’s choice, as follows:


 


2.3.1.
Managers Insurance Policy.


 


2.3.1.1.
Company’s contributions: (i) Severance - an amount equal to 81⁄3% of the Salary; (ii) Pension - an amount equal
to at least 6.5% (including the amount contributed to Disability, provided that the amount contributed to the Pension component
shall be at least 5% of the Salary); (iii) Disability - subject to the consent of the Company’s insurer to underwrite such
policy for Employee, the Company will contribute an amount of up to 21⁄2% of the Salary towards disability insurance, under
normal and acceptable conditions, which would insure 75% of the Salary. It is clarified that Company’s contributions towards
the Managers Insurance Policy under this Section 2.3.1.1 shall not exceed 71⁄2% of the Salary.


 


2.3.1.2.
Employee’s contribution - Company will deduct from Employee’s monthly pay slip a sum equal to 6% of the
Salary as Employee’s contribution.


 




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2.3.2.
Pension Fund.


 


2.3.2.1.
Company’s contributions: (i) Severance - an amount equal to 81⁄3% of the Salary; (ii) Pension - an amount equal
to 6.5% of the Salary.


 


2.3.2.2.
Employee’s contribution: Company will deduct from Employee’s monthly pay slip a sum equal to 6% of Employee’s
Salary as Employee’s contribution.


 


2.3.3.
Employee hereby instructs the Company to transfer to the Managers Insurance Policy and/or the Pension Fund the amounts that constitute
Employee’s contributions from Employee’s Salary.


 


In
the event Employee chooses to combine plans (Managers Insurance Policy and Pension Fund), the above percentage will apply to such
portion of the Salary, which Employee has allocated towards each such plan.


 


2.3.4.
The Company and Employee agree to adopt the provisions of the “General Approval Regarding the Payments by Employers to
Pension Funds and to Managers Insurance Funds in Lieu of Payment of Severance Compensation”, which was issued in accordance
with the Severance Compensation Law, 1963 (the “General Approval”). The General Approval is attached to this
Agreement as Exhibit B.


 


2.3.5.
If the Employee does not inform the Company of the allocation between the Pension Fund and the Managers Insurance Policy within
sixty (60) days of the Employment Commencement Date, then the Company shall be entitled to assume that all of the Salary is allocated
to the Pension Fund. The Employee may change the allocation between the Pension Fund and the Managers Insurance Policy by provision
of written notice to the Company.


 


2.3.6.
In the event that Employee’s employment shall be terminated, the Company shall, no later than thirty (30) days following
receipt by the Company of the applicable forms from the manager of the Managers Insurance Policy and Pension Fund and the Israel
Tax Authority, as relevant, give written instructions transferring all ownership over both the Pension Fund and/or the Managers
Insurance Policy to the Employee. Employee acknowledges and agrees that the above transfer of ownership of the funds is in lieu
and full substitution of the Company’s obligation to pay the Employee severance pay as required by applicable law, said
substitution being in accordance with the General Approval.


 


2.3.7.
Notwithstanding anything to the contrary herein, upon termination of employment under circumstances upon which Israeli law (including
the General Approval) denies the right to severance pay upon dismissal (including upon the occurrence of Cause), the Company may
withhold the release of the relevant portions of the manager’s insurance policy and the pension fund which are in lieu of
severance pay.


 


2.4.
Sick Pay. Employee shall be entitled to sick leave payment according to applicable law.


 


2.5.
Vacation. Employee shall be entitled to annual leave days in the amount set forth in the applicable law.


 


2.6.
This Agreement and the provisions hereof constitute an “employee notice” as required under the Employee’s Notice
(Terms of Employment) Law – 2002.


 


3.
Term of the Agreement and Termination


 


3.1.
The Employee’s employment shall be effective as of Commencement Date of Employment until the termination of this Agreement
according to the terms and conditions set forth herein (the “Term”).


 


3.2.
This Agreement may be terminated by either party at any time by giving the other party hereto prior written notice of such termination.
If the termination is by Employee, the notice period shall be of 60 days. If the termination is by Company the notice as specified
in Exhibit A (the “Notice Period”). Upon termination for any reason by the Company other than
for Cause, Employee shall be entitled to payment of Salary and ancillary social benefits for the entire Notice Period. Notwithstanding
anything contained herein to the contrary, the Company at its sole discretion shall have the right to terminate the employment
relationship with immediate effect or prior to the end of the Notice Period set forth above and pay Employee in lieu of advance
notice or the remainder thereof.


 




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3.3.
In the event that a Termination Notice is delivered by either party hereto, the following shall apply:


 


	 	3.3.1.	During the Notice Period, Employee shall be obligated to continue to discharge and perform all of his/her duties and obligations with Company and to take all steps, satisfactory to the Company, to ensure the orderly transition to any persons designated by Company of all matters handled by Employee during the course of his/her employment with Company.
	 	 	 
	 	3.3.2.	Notwithstanding the above, Company shall be entitled to waive Employee’s services with Company during the Notice Period or any part thereof and/or terminate the employer-employee relationship prior to the completion of the Notice Period; in such events Company shall pay Employee the Salary and provide Employee with, or, in the event of termination of the employer-employee relationship prior to the completion of the Notice Period, pay Employee the value of, the social and fringe benefits, to which he/she would otherwise be entitled for the duration of the Notice Period, or any part thereof.
	 	 	 
	 	3.3.3.	For the avoidance of any doubt, it is clarified that, in the event Company waives any and/or all of Employee’s services with Company during the Notice Period as aforesaid, Employee shall, immediately, upon receipt of notice of such waiver, return to Company any and all equipment provided to him/her for purposes of the performance of his/her duties under this Agreement.


 


3.4.
The provisions of Sections 3.3.1 and 3.3.2 above notwithstanding, Company, by furnishing a notice to Employee, shall be entitled
to terminate his/her employment with Company with immediate effect where said termination is a Termination for Cause.


 


3.5.
As used in this Agreement, the term “Termination for Cause” shall mean termination of Employee’s employment
with Company as a result of the occurrence of any one of the following: (i) Employee has committed a dishonorable criminal offense;
and/or (ii) employment by the Company is terminated due to circumstances that justify the denial of severance pay under any applicable
law, and according to a final judicial decision of a competent tribunal.


 


3.6.
Notwithstanding anything to the contrary in Section 3.3.2 above and without derogating from Company’s rights pursuant to
any applicable law, in the event that Employee shall terminate his/her employment with Company with immediate effect or upon shorter
notice than the Notice Period, Company shall have the right to offset the Salary and/or any benefits to which Employee shall have
otherwise been entitled for his/her employment hereunder during the Notice Period, or any part thereof, as the case may be, from
any other payments payable to Employee.


 


3.7.
Upon termination of Employee’s employment with Company, and as a condition to the fulfillment of Company’s obligations,
if any, towards Employee at such time, Employee affirms and undertakes to (i) transfer his/her Position to his/her replacement,
as shall be determined by Company, in an efficient, complete, appropriate and orderly manner, (ii) return to Company’s principal
office all equipment (including a personal computer and like if and as applicable) or documentation, in any media which was given
to him/her by the Company in connection with his/her employment (collectively: the “Company’s Equipment”),
and (iii) fulfill his/her obligations under the Letter of Undertaking (as defined below). Employee shall have no (and hereby waives
any) rights of lien with respect to any asset or right comprising the Company Equipment.


 




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4.
Representations, Warranties and Covenants


 


4.1.
Simultaneously with the execution of this Agreement, the Employee shall sign an Employee Proprietary Information Agreement, attached
hereto as Exhibit C (the “EPIA”), which undertaking shall constitute an integral part of this
Agreement. Furthermore, the Employee acknowledges and agrees that the Salary set forth in Section ‎2.1.1 above has been calculated
in recognition of his/her commitments under this Section and that it includes sufficient compensation for the Letter of Undertaking,
amongst other things.


 


4.2.
The Employee grants consent to the Company’s management and human resource personnel, wherever they may be located, to utilize
and process the Employee’s personal information, including data collected by the Company, solely for legitimate and lawful
purposes related to the employment. This may include transfer of the Employee’s data and personnel records outside of Israel
and further transfers thereafter. All personnel records are considered confidential and access will be limited and restricted
to individuals who have a “need to know” or process that information for purposes relating to the employment only,
such as Company’s management teams and human resource personnel. The Company may share the Employee’s personnel records
as needed for such purposes with third parties assisting with the Company’s human resources administration or with the Company’s
bookkeeping.


 


4.3.
During the Term, the Employee shall be required to comply with certain non-contractual policies, procedures and guidelines of
the Company as introduced and as updated from time to time.


 


4.4.
Unless otherwise provided under this Agreement, Employee will use the Company’s Equipment for the purpose of Employee’s
employment only. Thus, Employee shall not use the Company’s e-mail system for personal purposes, shall not store any private
material on Employee’s personal computer/laptop and shall not use any personal cloud storage services accounts during the
use of the Company’s Equipment. For personal purposes, Employee shall be entitled to use Internet-related e-mail services
(such as Gmail etc.).


 


4.5.
Employee acknowledges and agrees as follows: (i) the Company shall have the right to allow other employees and other third parties
to use Employee’s personal computer/laptop; (ii) the Company shall have the right to conduct inspections on any and all
of the Company’s computers, including inspections of electronic mail transmissions, internet usage and inspections of their
content and shall have the right to use the findings of such inspections for the Company’s purposes; (iii) in light of Employee’s
undertaking that the sole use of Employee’s personal computer/laptop and e-mail shall be for business purposes, Employee
has no right to privacy in any and all computer and e-mail material.


 


5.
General


 


5.1.
This Agreement is personal to the Employee, and the Employee shall not assign or delegate his/her rights or duties to any third
party. Upon death of the Employee, the Employee’s inheritors shall receive all of the amounts then receivable and all rights
then entitled to by the Employee in accordance with the terms hereof. This Agreement shall inure to the benefit of the Company’s
successors and assigns.


 


5.2.
This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict
of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in the competent court
for the Tel Aviv district only, and each of the parties hereby submits irrevocably to the exclusive jurisdiction of such court
and hereby explicitly waives any other jurisdiction.


 


5.3.
Either party’s failure or delay in enforcing any of the provisions of this Agreement shall not, in any way, be construed
as a waiver of any such provisions, or prevent such party thereafter from enforcing each and every other provision of this Agreement
which were previously not enforced.


 




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5.4.
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


5.5.
This Agreement, the Schedules and the Exhibits hereto constitute the full and entire understanding and agreement between the parties
with regard to the subject matters hereof, and supersedes and replaces all previous agreements, understandings, commitments and
arrangements, oral or written, with respect thereto. This Agreement may not be amended, supplemented or changed except with the
consent of both parties, and by way of a written document.


 


5.6.
If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the
validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions
of that or any other provision hereof.


 


5.7.
Any notice provided hereunder shall be in writing, to such party’s address set forth in the preambles and shall be effective
(i) if mailed (via registered mail), five (5) business days after mailing, (ii) if sent by courier, upon delivery, or (iii) sent
via facsimile (evidenced by machine printout) or electronic mail, on the first business day following transmission and electronic
confirmation of receipt.


 


5.8.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against
the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.


 


5.9.
Sections ‎4.1, ‎4.2, and ‎5 above and the Exhibits hereto shall survive the termination of the Employee’s employment
with the Company and the termination of this Agreement.


 


	EMPLOYEE ACKNOWLEDGES
THAT HE/SHE IS FAMILIAR WITH AND UNDERSTANDS THE ENGLISH LANGUAGE AND DOES NOT REQUIRE TRANSLATION OF THIS UNDERTAKING TO ANY OTHER
LANGUAGE. EMPLOYEE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM/HER THAT HE/SHE MAY CONSULT AN ATTORNEY BEFORE EXECUTING
THIS UNDERTAKING AND THAT HE/SHE HAS BEEN AFFORDED AN OPPORTUNITY TO DO SO.








 




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IN
WITNESS WHEREOF, the parties have executed this Employment Agreement by their respective, duly authorized, representatives
as of the Execution Date.


 


	RNA
    LTD.	 	 
	 	 	 
	/S/
    GAYA ROZENSWEIG	 	/S/
    Giora Rozensweig
	Name:	Gaya
    Rozensweig	 	Employee
	Title:	Director	 	 


 




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Exhibit
A


 


	The Employment

                                                                                Commencement Date:
	 	 

        July
        1, 2020

	The
    Employee:	 	 
	Name:	 	Giora
    Rozensweig
	I.D.
    Number:	 	029392222
	Address:	 	7
    Hardoof, Oranit, Israel 
	Phone:	 	0549797907
	E-mail:	 	Giora@whengroup.com
	Position:	 	CEO
	Responsibilities	 	Major
    corporate decisions, managing the overall operations and resources of the Company.
	Supervisor	 	Board
    of Directors
	Employee’s
    Scope:	 	Full-time
    employment. Shortened Day: Tuesday
	Notice
    Period 	 	The
    Notice Period shall be 24 months.
	The
    Salary:	 	34,590
    NIS with an annual meeting concerning salary adjustments to conform with average acceptable wage for such position.
	Transportation
    Expenses:	 	According
    to applicable law. 
	Pension:	 	100%
    of the Salary per the terms detailed in the Agreement.
	Vacation
    days:	 	According
    to law 


 


	/S/
    Giora Rozensweig	 	/S/
    Gaya Rozensweig
	Employee	 	RNA
    Ltd.
	Date:	10/21/2020	 	Date:
    	10/21/2020


 




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