Exhibit 10.18


 


Special Personal Work Agreement


For Senior Staff at ATL


 


That was made and signed on
December 12, 1995


 


	
  Between:

  	
   

  	
  Advanced Technology Ltd

  
	
   

  	
   

  	
  Of Devora HaNeviya St.,
  Tel-Aviv

  
	
   

  	
   

  	
  (hereafter – ATL)

  
	
   

  	
   

  	
   

  
	
  And between:

  	
   

  	
  Mr Tuvia Feldman

  
	
   

  	
   

  	
  9 Keren Hayesod Street, Givat
  Shmuel

  
	
   

  	
   

  	
  (hereafter – the employee)

  



 


Whereas the employee began to
work at ATL in August 1977.


 


Wherefore the employee was
appointed to the senior staff at ATL as of October 1982.


 


Wherefore it has been stipulated
and agreed between the parties as follows:


 


It is agreed between the parties
that the terms of the employing the employee are on the basis of five working
days per week (a total of 9.0 hours per day - 43 hours per week) and that these
terms, as set out in this agreement below, were determined by the Board of
Directors of ATL and can be changed only with the approval and consent of the
employee.


 


A.                          Monthly payments


 


1.                             Salary


The salary of
the employee, as of the salary for the month of September 1995 (which is
paid on October 1, 1995) is NIS 33250 gross (hereafter – the basic
salary).


The basic
salary will be revised fully in accordance with 95% of the increase in the
Consumer Price Index. The base index is the index for the month of
August as published on September 15, 1995.


The aforesaid
revision includes all the price increase supplements as paid from time to time
to all the employees in the economy and also every national and/or plant
supplement, and the employee hereby waives every such supplement.


 


2.                             Overtime


It is agreed
between the parties that the employee’s job both requires a special degree of
personal trust, and also requires additional work at unusual hours, and
therefore the employee shall not be entitled to additional payment for
overtime, and any such payment is included in the payment under clause A.1
above.


 


3.                             Accompanying
supplements


The employee
shall receive each month a monthly supplement of NIS  4750 gross.


 

















 


This amount
shall be revised each month in the manner and on the terms set out in clause A.1
above.


The
accompanying supplement as aforesaid shall not constitute a basis for the
purpose of calculating the rights of the employee as an employee of ATL,
including for the purpose of calculating severance pay and/or any other
payment.


 


4.                             Telephone


The employee’s
job includes making telephone calls from his home, and therefore ATL will
reimburse the employee a gross sum in the amount of the private bill for his
home against production of the telephone bill, on condition that the amount of
the payment shall be reasonable, all of which at ATL’s discretion.


 


5.                             Company car


A company car
shall be put at the disposal of the employee for his use in accordance with the
policy that shall be determined from time to time by the management.


 


B.                          Annual payments - based on a full
work year. Parts of a year shall be calculated proportionately.


 


1.                             Holiday


The employee
shall be entitled to 13 days of holiday per year, which shall be paid at the
rate and at the time as customary for the management staff at ATL.


 


2.                             Vacation


The employee
shall be entitled to a vacation of 28 working days per year.


The employee
should make every effort to take an annual vacation, but if the conditions of
the work require him not to utilize all the vacation days, the employee may
accumulate to his credit the unused balance of vacation days up to a maximum of
84 accumulated vacation days.


The employee
may redeem vacation balances or a part thereof with the approval of his
superior. Twenty accumulated vacation days shall be considered as a month for
the purpose of the redemption. The redemption shall include the basic salary
and the accompanying supplements, revised as of the date of the redemption
(clauses A.1, A.3 above).


If the
employee accumulates more than 84 vacation days, he shall receive an automatic
redemption of the accumulated amount over 84 days, at the beginning of each
calendar year.


 


3.                             Sickness


The employee
is entitled to 22 paid sick days per year. This right is cumulative over the
whole period of the employee’s work at ATL. This right is not redeemable and is
intended to be used only in a case of actual sickness. Utilization of sick days
will be in accordance with company policy.


 


2

















 


C.                           Paid Absences


 


The employee
shall be entitled to be absent from work on full pay on those days recognized
by law and the company policy.


 


D.                          Deductions from salary


 


1.                             Study fund


The employee
shall be entitled to savings in the study fund.


The salary
that constitutes a basis for the study fund is the basic salary.


The amounts of
the payment are: 7.5% at ATL’s expense and 2.5% at the employee’s expense.
These amounts of payment shall be calculated up to the salary ceiling permitted
for the payment without any tax liability under the Income Tax Regulations, as
in force from time to time. If the amounts of the payment (the employer’s
share) are larger than the aforesaid ceiling, the difference shall be paid to
the employee gross as a study supplement.


This
supplement shall not constitute a basis for calculating the rights of the
employee for any purpose and/or matter.


 


2.                             Meals


The employee
is entitled to meals on the terms that shall be determined from time to time
for the senior staff at ATL.


 


3.                             ATL shall deduct from the
employee’s salary any tax that is payable under any law and/or custom by the
employee.


 


E.                            Miscellaneous


 


1.                             Report of work hours


The basis for
the payment of the salary is clocking in and out with a personal badge or a
manual report, in accordance with the company’s policy. The formal work hours
at the company are nine hours gross per day (eight and a half hours net per
day) five days a week. Flexible hours during the month is possible in
accordance with ATL’s policy.


 


2.                             Credit cards


Since the
employee’s job requires, sometimes, incurring expenses for the job, the
employee shall be entitled, once a year, to a reimbursement of the one-time
annual payment for issuing or renewing a credit card in a manner and in an
amount as determined by the company from time to time.


 


3.                             Prepayments and loans


The employee
shall be entitled to ask for prepayments and loans in accordance with the
policy that shall be determined from time to time.


 


4.                             Daily newspaper


The employee
shall be entitled to a subscription to a daily newspaper which shall be paid by
ATL and sent to his address.


 


3

















 


4.                             Medical checks


The employee
shall be entitled to have medical checks once a year at ATL’s invitation and at
ATL’s expense, within the framework of the survey checks at Sheba Hospital at
Tel HaShomer.


 


F.                            Declaration of the employee


 


1.                             The employee hereby
confirms his consent to be employed on the terms set out in this agreement and
undertakes to invest all his efforts and skills in carrying out the job that he
has been given in order to promote the interests of ATL. The employee also
undertakes to comply with all the obligations for which he is liable as set out
in the agreement.


 


2.                             The employee hereby gives
an irrevocable instruction to deduct from any credit balance that he has at ATL
and/or that is due to him from ATL, including the right to severance pay, any
debt that he has and/or that he will have to ATL and/or any amount that was
paid to him in error and/or to which he was not entitled, all of which in real
terms, namely: with the addition of linkage to the Consumer Price Index.


 


3.                             The employee declares that
he knows that the terms of his employment are personal and confidential and he
undertakes to keep them confidential.


 


4.                             The employee hereby
declares that he is free to enter into this agreement, and that he has no
obligations whatsoever that affect this agreement whether as an employee or as
an independent contractor to any person or organization whatsoever. The
employee undertakes that as long as he is employed by ATL under this agreement,
he shall not take upon himself any such obligations.


 


5.                             The employee undertakes to
keep confidential any professional, commercial or business information that
comes to his attention with regard to the affairs of ATL, not to use and not to
abuse any such information and not to transfer it to anyone. Attached hereto is
a confidentiality appendix.


 


6.                             When the period of his
employment has ended, the employee shall be free to engage in any business that
he chooses, provided that for a year from the date of finishing his job he
shall not be entitled to engage, whether directly or indirectly, in projects at
any stage, in which he was involved within the framework of his job at ATL on
the date of his leaving.


 


G.                           Insurances


 


1.                             Managers
insurance - regular payments


The employee
shall be entitled to managers insurance under the terms of ATL’s managers
insurance policy for management staff, as in force from time to time. The
payments to managers insurance shall be based on the basic salary.


The amounts of
the payment shall be as follows:


	
  On account
  of compensation

  	
   

  	
  8.33

  	
  %

  
	
  On
  account of employer benefits

  	
   

  	
  5.00

  	
  %

  
	
  On
  account of disability

  	
   

  	
  2.50

  	
  %

  
	
  Total
  at expense of the employer

  	
   

  	
  15.83

  	
  %

  



 


4

















 


Benefits at
the expense of the employee: 5%.


 


In order to
remove doubt, it is agreed between the parties that the payments to managers
insurance are on account of severance pay, in accordance with the provisions of
section 14 of the Severance Pay Law.


 


2.                             Managers
insurance - increases in policies for raises in salary


When raising
the salary of the employee in real terms, the managers insurance policies shall
be revised by a lump-sum increase for compensation only in an amount of 8.33%
on the basis of the salary and seniority, as set out in clause A.1 above.


 


H.                          Leaving ATL


 


1.                             Leaving on the
initiative of ATL


ATL shall be
entitled to terminate the employee-employer relationship at any time and for
any reason. If the employee’s work is terminated as aforesaid, and the employee
leaves in a manner coordinated with his superior and as agreed with him, for
cooperation in transferring the job, the employee shall be entitled to six
months’ prior notice.


 


2.                             Leaving on the
initiative of the employee


Should the
employee choose to leave ATL on his initiative, he must give the company three
months’ prior notice. The terms of his leaving in such a case (including the
date of leaving and the use of the prior notice that he gave) shall be subject
to the discretion of the Salary Committee of the Board of Directors of ATL.


 


3.                             Assignment of managers
insurance policy


 


On the date of
ending his work, for any reason, the employee shall receive an automatic
transfer of the managers insurance policy to his exclusive ownership (see the
appendix).


 


4.                             Everything stated in
clause H above shall not apply in a case where the employee is dismissed or
resigns as a result of his committing, within the framework of his work and/or
with regard thereto, acts that constitute a criminal offence that involves
moral turpitude or in a case where the employee caused real damage arising from
a serious breach of his obligations to the employer.


 


I.                               This agreement exhausts
all the terms of the employment that were made with the employee hitherto,
replaces them and cancels any previous document, if there was any.


 


	
  /s/ Alex
  Ziv, /s/ Yehezkel Zeira

  	
   

  	
  /s/ Tuvia
  Feldman

  	
   

  
	
  Advanced
  Technology Ltd.

  	
  The employee

  



 


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