Exhibit 10.27


 


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 Yoram Michaelis

  
	
   

  	
   

  	
  Of 11 Chapman St., Raanana

  
	
   

  	
   

  	
  (hereafter – the employee)

  



 


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


 


Wherefore the employee was appointed to the senior staff at ATL as of
January 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 32988 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 4712
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.


 


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.


 


2

















 


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.


 


5.          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.


 


3

















 


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

  	
  %

  



 


Benefits at the expense of the employee: 5%.


 


4

















 


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/ Yehezkel Zeira, /s/ Tuvia Feldman

  	
   

  	
  /s/ Yoram Michaelis

  	
   

  
	
  ATL

  	
  The employee

  



 


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