Exhibit 10.23


 


Agreement


 


Which
was made and signed in Tel-Aviv on February 1, 1999


 


	
  Between:

  	
   

  	
  Compro Software Industries
  (1997) Ltd

  
	
   

  	
   

  	
  13 Gush Etzion

  
	
   

  	
   

  	
  Givat Shemuel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (hereafter - “the company”)

  
	
   

  	
   

  	
   

  	
  of the one part;

  
	
   

  	
   

  	
   

  
	
  And between:

  	
   

  	
  Lea Atad

  
	
   

  	
   

  	
  11 Tamar Street

  
	
   

  	
   

  	
  Yavneh

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (hereafter - “the employee”)

  
	
   

  	
   

  	
   

  	
  of the other part;

  
					



 


Whereas:                                          the company is a
corporation that does business in the fields of software;


 


And whereas:                      the employee has been
employed by the company since February 1992;


 


And whereas:                      the company wishes to
continue to employee the services of the employee in the position of CEO
(hereafter - “the job”), in
accordance with the terms of this agreement, in order to establish the company
as a leading force in the industry and to increase its activity;


 


And whereas:                      the employee agrees
to carry out the job, and she declares and confirms that to the best of her
belief, from the viewpoint of her expertise, education and experience she is
capable of carrying out the job, and is prepared to carry it out in an effort
to promote the affairs of the company in accordance with the guidelines of the
Board of Directors of the company;


 


And whereas:                      the parties are
interested in putting the arrangements between them in writing;


 

















 


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


 


1.                            Preamble


 


The preamble to this
agreement constitutes an integral part hereof.


 


2.                            The
contractual relationship


 


2.1                       The company hereby
agrees and undertakes to employ the employee, and the employee agrees and
undertakes to carry out the job, on a full-time basis, and subject to the Board
of Directors of the company. The parties confirm that the employee has been
employed in the company since February 1, 1992.


 


2.2                       Each of the parties
to the agreement shall be entitled to terminate this agreement by giving prior
notice in writing that shall be delivered to the other party at least 180 (one
hundred and eighty) days in advance.


 


2.3                       If the employee gave
notice of termination of the agreement, the company may during the period of
one hundred and eighty days exercise its right to make a payment in lieu of
prior notice, under clause 2.4 below or to ask the employee in a written notice
that it will give to the employee, that she should continue in her job in the
company in accordance with this contract until the date that the company shall
determine, and which shall not be later than one hundred and eighty days from
the date on which the company received the notice of termination of the agreement
by the employee.


 


If the company so
requests, the employee shall remain in her job until the date stipulated in the
company’s notice and all the terms of the contract shall apply in full during
this period.


 


2.4                       If the company gave
notice of termination of the agreement - the company shall be entitled to
convert the period of the prior notice, in whole or in part, into a payment in
lieu of prior notice, which shall included the salary of the employee and the
full accompanying terms to which she is entitled for the aforesaid period, and
to terminate the work immediately, or on a date that it shall determine within
this period. This payment shall be added to payment for the redemption of
accumulated vacation as stated in clause 6.5 below.


 


2.5                       The termination of
the contractual relationship shall be subject to what is stated in clause 7
below.


 


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3.                             Declarations


 


3.1                       This agreement is a personal
and special agreement that regulates exclusively the employment relationship
between the company and the employee, and the provisions of any collective
agreement that applies and/or that will apply to employees in an identical or
similar profession and/or occupation to that of the employee do not apply and
shall not apply to it, unless this is stated expressly in this agreement.


 


3.2                       From the viewpoint of
the employee’s status, responsibility and terms of employment, she is included
among those employees whose jobs require a special degree of personal trust and
those employees whose terms and circumstances of employment do not allow any
supervision of their work and rest hours, within the meaning thereof in the
Work and Rest Hours Law, 5711-1951, and consequently the restrictions provided
in the aforesaid law and in the Protection of Wages Law, 5718-1958, shall not
apply to her employment. The employee shall not be entitled to demand or to
receive, inter alia, any payment
for overtime, work on national or Jewish holidays or Sabbaths, in accordance
with the needs of the company.


 


3.3                       The employee hereby
declares and confirms that the making of this agreement by her does not breach
any prior agreement or undertaking to which she is a party, and that she is not
bound by a contract, and shall not enter in the future, as long as she works
for the company, into any undertakings to any third party which involves a
potential conflict of interests with the affairs of the company or a
possibility of any impairment in carrying out her undertakings to the company
in any way.


 


4.                             Undertakings
of the employee


 


The employee hereby undertakes the following:


 


4.1                       To carry out all the
instructions relating to her work in accordance with the decisions of the Board
of Directors of the company and subject to the provisions of its memorandum and
articles.


 


4.2                       To carry out with
integrity, diligence and faithfulness, to use her knowledge and experience to
the benefit of the company and to promote its purposes and devote all of her
time, energy and efforts in carrying out her job.


 


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5.                             Undertakings
of the company


 


5.1                       The company undertakes to
employ the employee in the job set out below and to give her fitting employment
terms and salary, as agreed between the parties.


 


5.2                       All the powers of ongoing
management of the company shall be held by the CEO subject to the decisions of
the Board of Directors of the company, from time to time. The CEO shall be a
member of the Board of Directors of the company.


 


6.                             Salary
and social benefits


 


6.1                       The employee shall receive a gross salary of NIS 58,650 (fifty eight
thousands six hundreds and fifty) a month. The salary shall be paid no later
than the fifth of each month during the work period for the previous month.


 


The salary shall be
linked to the Consumer Price Index of the month of December 1998 and shall
be revised each month on the basis of the increase in the index as compare with
the base index (the revised salary shall be called hereafter - “the gross salary” or “the basic salary”).


 


It is hereby agreed
that payment of linkage differentials as aforesaid shall replace payments of
the increase in the cost of living as customary in the economy.


 


6.2                         a.                            The company shall make the following payments for
the employee to a managers insurance policy held in the name of the employee in
an insurance company that the employee shall choose:


 


8.33%
of the gross salary for severance pay;


 


5.00%
of the gross salary as a pension, provided that the employee also pays 5% of
her gross salary for this purpose;


 


2.50%
of the gross salary for loss of work capacity insurance.


 


To
remove doubt, the tax liability for the payments in excess of the amounts
permitted for deduction under the law, shall be the liability of the employee.


 


b.                           An agreement shall be
signed between the parties, as customary in insurance companies, as an appendix
to the managers insurance policy. In this agreement it shall be stipulated that
the employee is


 


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entitled to receive
the transfer of the ownership of the policy into her possession in its full amount when all the premiums for it have been
paid in full, in any case of a termination of the employee-employer
relationship, including resignation of the employee.


 


The company
undertakes to sign, immediately and/or at the request of
the employee, a deed of waiver, in so far as this is required by the insurance
company in which the policy was issued, in order to ensure that all the rights
of the employee for the policy are transferred as aforesaid.


 


6.3                         a.                            The employee shall be entitled to a company car on a full-time basis
as customary in the company (including a cellular telephone) which
shall be of no less a standard than the car owned by her on the date of signing
this agreement. The company shall pay all the expenses of the car and the
cellular telephone which shall be grossed up so that the company shall pay, for
the employee, all the tax that shall be levied on the car expenses.


 


b.                           Should this agreement
be terminated for any reason whatsoever, the employee shall be entitled to
continue to have possession of the company car (including a cellular telephone)
as set out in sub-clause (a) above, until the end of the prior notice period
(180 days), or until the beginning of her work at another place of work,
whichever is the earlier of the two.


 


c.                            This clause exhausts
the rights of the employee with regard to the car and the cellular telephone
upon termination of her employment and she hereby waives in advance any right
of lien on the car or on its documents under any law or custom.


 


d.                           At the end of the
prior notice period, the cellular telephone will become the property of the
employee.


 


6.4                       The employee
shall be entitled to annual holiday pay as shall be determined from time to
time by the company.


 


6.5                       The employee shall be
entitled to an annual vacation as the company shall determine from time to
time, but not less than 24 working days (Sundays – Thursdays). The vacation can
be accumulated and redeemed without restriction, subject to the provisions of any
law.


 


The company may
redeem accumulated vacation at any time, and the payment of the vacation
redemption shall include all the benefits that


 


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accompany the salary
for the vacation period. In a case of sickness, the employee shall be entitled
to up to 24 sick days per year with full pay. The sickness days cannot be
accumulated.


 


6.6                       The employee shall be
entitled to full reimbursement of the telephone expenses in her home and the
company shall pay all the aforesaid expenses which shall be grossed up so that
the company will pay, for the employee, all the tax that shall be levied on the
telephone expenses, all of which subject to the policy in force at the company,
from time to time, in this regard.


 


6.7                       The company shall pay
into a study fund account held in the name of the employee 7.5 (seven and a
half) per cent of her gross salary, provided that the employee pays 2.5 (two
and a half) per cent of her gross salary for this purpose. However, the
payments into the study fund shall not exceed the recognized ceiling, as this
ceiling shall be determined from time to time under any law, and the balance of
the payment shall be added to the gross salary of the employee.


 


6.8                       It is agreed between
the parties that if the Board of Directors of the company decides, at its
absolute discretion (subject to the minimum bonus as stated below), to grant
the employee bonuses or to include her in an option plan for its shares, then
in no case shall the bonuses and/or the options be part of the salary for the
purpose of the company’s liabilities under the law (including for the purpose
of severance pay) or with regard to the provisions and payments set out above
in this clause. It is agreed that the employee shall be entitled to an annual
bonus that shall not be less than 3.75% (subject to approval of the chairman of
the Board of Directors), of the pre-tax profit of the company in accordance
with its audited financial statements.


 


6.9                       The employee shall be
entitled to convert the company’s payment for pension, for loss of work
capacity and for study into salary, provided that this does not change the
total cost of the salary for the company, and subject to what is stated in
clause 6.10 below.


 


6.10                 In calculating the
severance pay, redemption of vacation days and bonuses in multiples of salary,
any additional amount paid as the result of the employee’s request under clause
6.9 above shall not be includes as a part of the basic salary.


 


6.11                 The employee shall be
entitled to reimbursement of hospitality expenses and board and lodging against
receipts as customary in the company and in accordance with the guidelines of
the Board of Directors.


 


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On trips abroad, the
employee shall be entitled to fly business class.


 


6.12                 The employee shall be
entitled to payment or to reimbursement of payment, professional study expenses
in accordance with the professional study programs that shall be approved by
the chairman of the Board of Directors.


 


6.13                 The employee shall be
entitled to receive, from time to time, loans from the company whose balance
(capital and interest) at any time shall not exceed $ 50,000. The loans
shall be linked to the index and shall bear interest of 2% per annum, or the minimum
interest permitted under the tax laws for loans to employees. When the
employment of the employee is terminated, the balance of the loans that have
not been repaid shall be deducted from the amount that the company shall be
liable to pay to the employee.


 


6.14                 The company shall
insure the professional liability of the employee with personal insurance
(employee’s insurance).


 


7.                             Termination and
cancellation of the agreement


 


7.1                       This agreement shall be
terminated as stated in clause 2 above.


 


7.2                       Upon termination of
this agreement, for any reason, the employee shall be entitled to receive
severance pay from the company, in the amount of her last gross salary
multiplied by the number of years of her work in the company, and after
deducting the payments that have accumulated to her credit in the insurance
company as a result of the payments of the company for severance pay.


 


In order to remove
doubt, it is hereby clarified that amounts which were paid by the company into
the managers insurance held in the name of the employee shall be transferred to
the employee in every case, including in a case of termination of the agreement
in the circumstances in clause 7.3 or in a case of resignation of the employee.


 


7.3                       Notwithstanding what
is stated in this clause above, the company is entitled to terminate this
agreement immediately without prior notice, without the employee being entitled
to any compensation whatsoever, if the employee is convicted of committing a
criminal offence against the company or of a breach of trust towards the
company, or if the company has real evidence that the employee committed a
deliberate act of fraud or a deliberate omission, or acted out of a material
conflict of interests to the interests of the company to advance her own personal
interests.


 


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7.4                       In a case of
termination of the employee’s work on the initiative of the company, the
employee shall be entitled, in addition to being given prior notice, or payment
in lieu of prior notice, to payment of an acclimatization payment of three
months that will include salary and also being given the use of a car on a
full-time basis (including a cellular telephone) grossed up. During this
period, employee-employer relations shall not exist between the company and the
employee and it shall not be deemed part of her period of employment. Clause
6.3 (b) shall apply to this period.


 


8.                             Confidentiality


 


The employee
undertakes to keep confidential and not to disclose to any third party, in
writing or orally, other than during the normal course of the company’s
business and for the advancement of its purposes, any information or document
concerning the company, including - its work methods, training methods,
knowledge and technologies, business links of the company, its customers and
their payment arrangements, its agreements, its sources of finance and its
financial data (hereafter - ‘the
confidential information”) and not to make any use of them other
than for the purposes of the company. The employee agrees and confirms that the
confidential information is of great value to the company and that disclosure
of the confidential information to third parties will cause the company and its
shareholders considerable damage and that they are entitled to ask for the
appropriate reliefs in order to prevent it.


 


This undertaking is
not limited in time.


 


The aforesaid shall
not apply to information that has become public property other than as a result
of a breach of this contract.


 


9.                           Non-competition


 


9.1                       Without derogating from her
undertaking to maintain confidentiality, the employee undertakes, during the
whole period of her employment in the company and until eighteen months have
expired from the termination of her employment in the company (if she resigned of
her own initiative, or 12 months from the date of giving the resignation notice
in a case of termination of the employment at the company’s initiative) not to
engage or to be involved in any way, directly or indirectly, as an employee or
on an independent basis, by herself or together with another or others, in a
company, partnership or any corporation or other business that competes with
the areas of the company’s activity (as they are on the date of signing this
agreement or as they will be on the date of terminating her employment).


 


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9.2                       The employee hereby
agrees and confirms that the provisions of this clause above are reasonable and
customary in view of the fact that she is CEO of the company, and that
competition with the company by her will significantly harm its profitability.
Notwithstanding, if a competent court decides - contrary to the intentions
of the parties - that the non-competition provisions go beyond what is
permitted under the law, the parties agree that the scope thereof shall be
restricted to the maximum scope permitted under the law, without any need for
any additional agreement between the parties in this respect.


 


10.                       Notices


 


The addresses of the
parties for the purpose of this agreement are as set out in the preamble. Any
notices under this agreement shall be in writing and shall be deemed to have
been delivered on the date of delivery, if delivered by hand, or at the end of
three days from the date of sending them by registered mail with a confirmation
of receipt.


 


11.                       Writing


 


This agreement
constitutes the entire agreement between the parties with regard to the
employment of the employee and it prevails over any prior agreement and/or
statement whether in writing or oral. Any change to this agreement shall be in
writing only and signed by the two parties hereto.


 


12.                       Agreements
with shareholders in the company


 


This agreement does
not derogate from other agreements of the employee with shareholders in the
company.


 


In witness whereof the parties
have signed below:


 


	
  /s/ Shimshon Tauber

  	
   

  	
  /s/ Lea Atad

  	
   

  
	
  Compro Software Industries (1997) Ltd

  	
  Lea Atad

  



 


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