Exhibit
10.11


 





 


	Lior
    Samuelson	November
    19, 2013


1304
Stamford Way


Reston,
VA 20194


 


Dear
Lior,


 


On
behalf of Commtouch Inc. (the “Company”) and Commtouch Software Ltd, the Israeli based parent to the Company
(“CTLTD”, together with the Company, “Commtouch”), I am pleased to offer you the position
of Chief Executive Officer. While your base of operations shall be in the United States and your formal employment will
be with the Company, you shall act as the Chief Executive Officer of both CTLTD and the Company. You shall report to the Board
of Directors of CTLTD (“Board”). Additionally, you will remain the Chairman of the Board of the Company and
the Board shall nominate you for reelection as Chairman of CTLTD at the next regularly scheduled annual shareholders’ meeting
as well as nominate you to hold the positions of both Chief Executive Officer and Chairman of the Board.


 


Commencement
Date:


 


Provided
you accept the offer contained herein and provided the undersigned Commtouch representative has signed a copy of this offer letter
indicating Commtouch’s agreement to the terms herein, your term as Chief Executive Officer of Commtouch will commence as
soon as the requisite number of votes of shareholders approve, which shall be no later than the date of the next regularly scheduled
annual shareholders’ meeting currently scheduled for December 23, 2013 (“Start Date”). You will be a
full-time employee.


 


Base
Compensation and Employment Status:


 


Your
compensation package will include a base salary of $21,000 per month or $252,000 on a yearly basis, based on a full-time
schedule. Any subsequent year base salaries shall be set in advance of the anniversary of the Start Date.


 


Salary
will be paid in accordance with the Company’s standard payroll practices, currently on a semi-monthly basis. Notwithstanding
anything that may be interpreted to the contrary herein, your employment shall remain at all times “at will”, and
you are classified as an exempt employee.


 


Chief
Executive Officer Bonus for 2014


 


As
Chief Executive Officer, you will be entitled to earn an annual MBO bonus of $90,000; 85% based on performance and 15% discretionary.


 


i.
Performance Bonus: If during the 2014 calendar year, the Commtouch organization meets certain pre-defined (by the Compensation
Committee) financial performance metrics, as evidenced by the consolidated financial statements of the CTLTD, pre-defined employee
KPIs and the Compensation Committee’s evaluation; all in accordance with and subject to the Executive Compensation Policy
applicable to corporate officers (a copy of which is attached to this offer letter as Exhibit “A”), you shall earn
an annual bonus 85% of $90,000 for your service in 2014 calendar year as a senior corporate officer.


 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321




 



     


     


    

 





 


ii.
Discretionary Bonus: Should the Compensation Committee determine that sufficient progress has been made in the advance of general
organization goals during the 2014 calendar year, the Compensation Committee will authorize payment to you of an additional bonus
of up to 15% of $90,000 for your service in 2014 calendar year as a senior corporate officer.


 


In
addition to the terms stated above, the earning of the aforementioned bonuses is conditioned on your remaining in the role of
Chief Executive Officer through the date the bonuses are to be paid – subject to the provisions below under the “Termination”
section. Any bonuses earned by you for a given year in accordance with the above shall be paid on April 1 of the following
year.


 


For
your first partial year of employment as Chief Executive Officer or if subsequently the Company terminates your employment for
any reason other than Good Cause (as that term is defined below), you shall be entitled to a pro rata amount of your annual MBO
bonus earned upon the date of termination of your employment as Chief Executive Officer. Should you voluntarily terminate your
employment as Chief Executive Officer prior to the end of one year, you shall not be entitled to any MBO compensation for the
year in which your termination occurred.


 


A
MBO bonus earned by you for a given year in accordance with the above shall be paid following the end of a year in accordance
with the Executive Compensation Policy.


 


Option
Grant:


 


We
will recommend to the Board of Directors or a committee thereof that you receive a grant of 360,000 options for
purchase of Ordinary Shares in the Company’s parent company, Commtouch Software Ltd., under terms of the Company’s U.S.
stock option plan and subject to the applicable option agreement. Your grant, if approved, will vest over a four year period,
with the first 25% vesting twelve months following the grant date and thereafter in equal monthly increments for thirty six months,
assuming your continued employment. The Grant Date will be the date that the Board of Directors or committee thereof approves
the grant and have an exercise price equal to the fair market value of an Ordinary Share on the grant date.


 


Additionally,
we will recommend that your option grant agreement include an acceleration of vesting provision in the event of a the sale of
all or substantially all the assets of the Company; any merger, consolidation or acquisition of the Company with, by or into another
corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of
the Company in one or more related transactions (“Change in Control”).


 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 







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Employee
Benefits/Vacation Accrual: 


 


Provided
that you timely complete all necessary applications/relevant documents, once you become a full-time employee you will be eligible
to participate in our standard employee benefit plans, as they are currently defined and as modified from time to time by the
Company.


 


You
will accrue vacation at a rate of four (4) weeks per year, in accordance with Company policy, as set forth in the Employee
Manual, subject to the Company’s policies as to carrying over and cashing out vacation.


 


Place
of Employment 


 


Unless
otherwise agreed in writing, you are required to work out of the Company’s office in McLean, VA Monday through Friday of
each week, subject to the Company’s holiday schedule as published from time to time. Travel to other locations may be necessary
to fulfill your responsibilities, and you will be visiting CTLTD and the Company’s offices in California, Germany and Iceland.


 


In
addition to the Company’s travel policy, the company will pay for all housing expenses, e.g., corporate housing, rent for
local housing, related to time spent visiting CTLTD up to a maximum for $25,000 per year.


 


Termination


 


You
shall serve as an “at will” employee and, therefore, your employment (including these terms) may be terminated at
any time by either the Company or you. Notwithstanding, both you and the Company agree to give each other 30 days’ advance
written notice of termination. However, the Company may terminate your employment for Good Cause without such advance notice.
“Good Cause” shall mean (i) an action by you involving a willful and wholly wrongful act; (ii) your being convicted
of, or pleading guilty to, a felony; (iii) an intentional, material and substantial violation by you of a Company rule, regulation,
policy or procedure; or (iv) a substantial and material neglect of your duties.


 


		i.	Should
                                         the Company terminate your employment other than for Good Cause or disability, you shall
                                         be entitled to a severance as follows:



 


		a.	A
                                         one-time payment equal to 6 multiplied by your current monthly base salary at the time
                                         notice of termination was given, plus an amount equal to one half of the annual allotment
                                         of vacation days.



 


		b.	Payment
                                         of your costs of securing continued medical, dental and vision coverage through COBRA
                                         (or the relevant state equivalent, if applicable) for a period of up to six months following
                                         termination (subject only to your electing and remaining eligible for such coverage),
                                         unless providing such reimbursement would be treated as discriminatory under applicable
                                         tax or other law. The Company will be billed directly for COBRA amounts.



 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 



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		c.	The
                                         options that would have vested in the six months following termination will be accelerated
                                         and deemed vested.



 


		d.	The
                                         bonuses provided for in this letter and later agreed upon, may be earned, pursuant to
                                         the conditions stated above, and, if so earned, will be paid pro rata for that part of
                                         the year that you worked



 


		e.	The
                                         option exercise period for all stock options that are vested at the date of termination
                                         shall be extended to end on 180th calendar day following the date of termination (but
                                         in no event later than the expiration date of the term of such options as set forth in
                                         the option agreement(s)).



 


		ii.	Payment
                                         of your severance under paragraphs a. and b. above shall be made within forty-five days
                                         following termination of your employment as Chief Executive Officer, provided you sign
                                         a release with the terms set out in section iii. below that is effective by the earlier
                                         of the 60th day after employment ends or such date as the Company specifies in the release.
                                         Payments would then be made after the release becomes effective. Payment of your severance
                                         under paragraph d. shall be paid at the time indicated under the bonus section above.
                                         The Company shall be entitled to withhold from the gross amount of the severance payment
                                         any amount on behalf of taxes, etc., as required by law, and the net amount paid to you
                                         shall be considered full and final payment of severance hereunder by the Company. You
                                         also agree that the provisions of Exhibit C apply to your compensation in accordance
                                         with its terms.



 


		iii.	Subject
                                         to the applicability of this Termination section and the Company accordingly fully performing
                                         its obligations thereunder and as required by law, you agree to waive the right to make
                                         any and all claims, actions or demands of any kind against CTLTD or the Company, or any
                                         affiliates, subsidiaries, assignees, successors, employees, officers or directors thereof
                                         relating to the termination of your employment and your terms of employment, including
                                         any alleged right to additional compensation (collective, “Claims”).
                                         In this regard, you also waive, release and promise never to assert any such Claims,
                                         known or unknown, suspected or unsuspected against CTLTD or the Company and/or their
                                         affiliates, subsidiaries, assignees, successors, employees, directors or agents, whether
                                         or not you are aware of the nature or extent of the Claims at the time that the General
                                         Release becomes effective. You therefore waive your rights under Section 1542 of the
                                         California Civil Code or the similar law of any other State. Section 1542 states:



 


“A
General Release does not extend to Claims which the Creditor does not know or suspect to exist in his favor at the time of executing
the General Release, which, if known to him must have materially affected his settlement with the Debtor.”


 


		iv.	Prior
                                         to your departure (whether voluntarily or involuntarily), you shall be obligated to make
                                         all reasonable efforts to transfer your responsibility to your successor or supervisor,
                                         by assisting and coordinating with such person and helping familiarize him/her with the
                                         Company/CTLTD and your responsibilities.



 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 



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Additional
Terms


 


Any
usage of a home office must receive the advance permission of the Compensation Committee. You agree that any such usage is not
at the request of the Company, and you voluntarily waive any and all claims against the Company arising out of or relating to
the use of your home, or a portion thereof, as an office on behalf of Commtouch, including claims relating to the sufficiency
of the space utilized in performing your duties for Commtouch. Furthermore, you agree to fully indemnify and hold harmless Commtouch
against any claims of any kind pertaining to your home, including those relating to your possession, upkeep, usage, ownership
or rental of your home. The Company will provide for a personal computer that can be used at your home office or in the Company
offices, and will reimburse you for telephonic communications charges directly relating to Company business performed at your
home office.


 


Any
expenses incurred by you shall be reimbursed by the Company upon receipt of an appropriate expense report. Appropriate expense
reports shall be submitted by you in a timely manner, in accordance with Company policy, namely within two weeks of the incurrence
of the expense. The failure to timely submit expense reports may be deemed by the Company, in its sole discretion, as sufficient
cause to reject a request for reimbursement. Expense reimbursements are further subject to the terms of Exhibit C hereto.


 


Should
you agree to employment as described herein, the terms described in this letter, as well as the policies and conditions set forth
in the Company’s Employee Manual and periodic Company written updates, shall constitute the terms of your employment. This
letter constitutes the entire and final expression of the agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. This
letter may only be amended, canceled or discharged or any obligations thereunder waived through a writing signed by you and the
Chair of the Compensation Committee or any executive officer of the Company (other than you) duly authorized either by the Board
or the Compensation Committee. You are encouraged to review the Company’s Employee Manual, a copy of which will be provided
to you at the offices of the Company.


 


In
signing this letter, you agree that the procedural and substantive laws of Virginia, without regard to laws pertaining to conflicts
of law, shall govern your employment. Furthermore, any dispute arising hereunder, including both statutory and non-statutory claims,
initially shall be referred to mediation in accordance with the Mediation Agreement attached hereto as Exhibit “B”.
Thereafter, if the parties are unable to resolve a dispute via mediation, the parties may bring any action before the courts or
other governmental bodies having proper jurisdiction in the matter. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT
BE WAIVED, THE COMPANY AND YOU HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE),
ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS
LETTER, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THE PARTIES AGREE THAT
ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT
AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS
AGREEMENT OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS LETTER, RELATING TO YOUR EMPLOYMENT.


 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 



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All
notices required or permitted under this letter must be in writing and will be deemed effective upon personal delivery or three
business days following deposit in a United States Post Office, by certified mail, postage prepaid, or one business day after
it is sent for next-business day delivery via a reputable nationwide overnight courier service in the case of notice to the Company
at its then principal headquarters, and in the case of notice to you to the current address on file with the Company. Notice to
the Company must include a separate notice to the General Counsel of the Company. Either party may change the address to which
notices are to be delivered by giving notice of such change to the other party in the manner set forth in this paragraph.


 


Please
confirm your acceptance by signing and returning a copy of this letter along with the attached Acceptance and Acknowledgment Form
and Exhibit “B”. This offer is contingent upon its acceptance by November 19, 2013. You will be required
to sign an appropriate NDA and inventions assignment concurrent with the commencement of your employment.


 


Lior,
we are excited about the possibility of having you become an employee and begin your service in the Chief Executive Officer role
and look forward to a productive future together. If you have any questions, please do not hesitate to call.


 


	Sincerely,	 
	 	 
	/s/
    Yair Bar-Touv	 
	Name	 
	Compensation Committee, Chair	 




 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 



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ACCEPTANCE
AND ACKNOWLEDGEMENT


 


I
have read, understand and accept the foregoing terms of employment.


 


I
understand that this letter does not constitute a contract of employment for any specific period of time but will create an “employment
at will” relationship where the relationship can be terminated by me or by the Company at any time for any reason, with or
without cause. This statement supersedes any contrary representations, which may have been made to me.


 


I
understand that this offer of employment is contingent upon my providing verification of my eligibility to work in the United
States per the Public Law, the Immigration Reform and Control Act of 1986. I will also be expected to complete and execute an
Employee Invention Assignment and Confidentiality Agreement, an employment application, and an agreement to comply with the Company’s
policies and guidelines as a condition of employment.


 


I
understand that you do not wish me to utilize any confidential or proprietary material of any former employer in performing my
duties for the Company, or to violate any obligation to my former employers, and I have not and will not do so.


 


Acknowledged,
Accepted and Agreed on November 19, 2013.


 


	Lior
    Samuelson	 
	Name	 
	 	 
	/s/ Lior Samuelson	 
	Signature	 



 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 



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EXHIBIT
“A”


EXECUTIVE
COMPENSATION POLICY


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 



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EXHIBIT
“B”


EFFECT
OF SECTION 409A OF THE CODE


 


Six
Month Delay. If and to the extent any portion of any payment, compensation or other benefit
provided to you in connection with your employment termination is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue
Code of 1986 (“Section 409A”), as determined by the Company in accordance with its procedures, by which determination
you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the earlier
of (i) the expiration of the six month period measured from the date of your “separation from service” (as determined
under Section 409A) or (ii) the tenth day following the date of your death following such separation from service (the “New
Payment Date” ). The aggregate of any payments that otherwise would have been paid to you during the period between the
date of separation from service and the New Payment Date shall be paid to you in a lump sum in the first payroll period beginning
after such New Payment Date, and any remaining payments will be paid on their original schedule.


 


General
409A Principles. For purposes of the letter to which this Exhibit is attached (the “letter”),
a termination of employment or Separation from Service will mean a “separation from service” as defined in Section
409A and the regulations and other guidance issued thereunder. For purposes of the letter, each amount to be paid or benefit to
be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within
the “short term deferral period” as defined in Section 409A or paid in a manner consistent with Treas. Reg. §
1.409A-1(b)(9)(iii) will not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company
nor you will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically
permitted or required by Section 409A. The letter is intended to comply with the provisions of Section 409A and letter shall,
to the extent practicable, be construed in accordance therewith. Terms defined in the letter or this Exhibit will have the meanings
given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes
no representations or warranty and will have no liability to you or any other person if any provisions of or payments under the
letter or this Exhibit are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the
conditions of that section.


 


Expense
Timing. Payments with respect to reimbursements of business expenses will be made in the ordinary
course in accordance with the Company’s procedures (generally within ___ days after you have submitted appropriate documentation,
which you must do within two weeks after incurring the expenses) and, in any case, on or before the last day of the calendar year
following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement, or in-kind
benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other calendar year, and the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another
benefit.


 


www.commtouch.com


7925
Jones Branch Drive, Suite 5200, McLean, VA 22102 ● tel: 703-760-3320 ●  fax: 703-760-3321


 


 


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