EX-10.1











Exhibit 10.1




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT



This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on this
November 6, 2008, by and between Omrix Biopharmaceuticals Ltd. (the “Company”) and Asaf Alperovitz
(the “Employee”).




	 	 	 
	WHEREAS,

	 	the Company and Employee desire to amend and restate the
employment agreement entered into between the Employee and the
Company on August 6, 2008 (the “Original Agreement”) in its
entirety on the terms and conditions set forth herein and the
Employee desires to enter into this Agreement on such terms and
conditions;
	 
	WHEREAS,

	 	except as expressly set forth herein, the Parties intend that
this Agreement shall supersede and replace the Original
Agreement; and
	 
	 	 
	WHEREAS,

	 	the Employee represents that he has the requisite skills and
training to render the services hereunder;





NOW, THEREFORE, in consideration of the mutual undertakings of the parties, the parties agree to
the following amended and restated terms and conditions of Employee’s employment:





	1.	 	DUTIES AND RESPONSIBILITIES






	 	1.1	 	As of October 23, 2008 (the “Effective Date”), the Employee shall be employed by
the Company as Chief Financial Officer (“CFO”) of the Omrix Biopharmaceuticals group of
companies (“Omrix Group”), including the named executive for the position of chief
financial officer of Omrix Biopharmaceuticals Inc. (“Omrix”) and shall perform the
activities and projects assigned to him by the Chief Executive Officer of Omrix
Biopharmaceuticals Inc. (the “CEO”).
	 
	 	1.2	 	In his capacity as CFO, the Employee shall report directly to the CEO.
	 
	 	1.3	 	Except as specifically agreed in advance and in writing by Omrix, so long as the
Employee is employed by the Company, the Employee (i) shall devote his full working time
and reasonable best efforts to the business and affairs of the Omrix Group and the
performance of his duties hereunder; and (ii) shall not undertake or accept any other
employment or occupation, unless approved in writing by the CEO.
	 
	 	1.4	 	The Employee’s employment will require travel outside Israel and the Employee
agrees to such travel as may be necessary in order to fulfill his duties hereunder.
	 
	 	1.5	 	The Employee’s duties and responsibilities shall include but not be limited to
those duties and responsibilities customarily performed by a chief financial officer.
	 
	 	1.6	 	The Employee represents and warrants that from the Effective Date he is free to
provide services to the Company upon the terms contained in this Agreement, and




 









 






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	 	 	 	that there are no employment contracts, consulting contracts or any restrictive
covenants preventing full performance of his duties hereunder, and that by providing
services to the Omrix Group, the Employee does not infringe any intellectual property
rights or other rights or agreements with any third party (including prior
employer(s)). However, for a period not to exceed 30 days following the Effective
Date and subject to the approval of the CEO, the Employee will be allowed to devote
a limited amount of time to his former employer (Tefron Ltd.), provided that such
time shall not exceed 15 working hours per week.
	 
	 	1.7	 	The parties hereto confirm that this is a personal services contract and that the
relationship between the parties hereto shall not be subject to any general or special
collective employment agreement or any custom or practice of the Company in respect of
any of its other employees or contractors.






	2.	 	TERM AND TERMINATION






	 	2.1	 	This Agreement and the employer-employee relationship created hereunder will
remain in force until termination by either Party.
	 
	 	2.2	 	Either party may terminate this Agreement for any reason and at any time during the
Employee’s term of employment, by providing the other Party with 150 days prior written
notice of termination.
	 
	 	2.3	 	Despite the provisions of Section 2.1 and 2.2 above, the Company shall have the
right to terminate this Agreement and the employer-employee relationship hereunder at any
time for Cause (as hereinafter defined), by giving the Employee notice of termination for
Cause. In such event, this Agreement and the employer-employee relationship shall be
deemed effectively terminated as of the time of delivery of such notice.
	 
	 	 	 	The term “Cause” shall mean: (i) the Employee breaches any of the material terms or
conditions of Sections 4 and 5 below; (ii) the Employee commits a felony or
perpetrates a fraud against the Company and/or any of its subsidiaries and/or
affiliates; or (iii) an event which under Israeli law would not entitle the Employee
to severance pay from the Company.
	 
	 	2.4	 	During the notice period specified in Section 2.2 above, the Employee shall
continue working, cooperate with the Omrix Group and use his best efforts to assist the
integration of the person or persons who will assume the Employee’s responsibilities
into the Omrix Group, provided that the Company shall pay the Employee for such services
in accordance with Section 3 below. The Company shall have the right to end the
employment relationship during the 150 day notice period in which case it will still be
required to pay for the full notice period, excluding payment of the benefits detailed
in Sections 3.5 and 3.6.
	 
	 	2.5	 	If Employee’s employment is terminated by the Company (or its successor) without
Cause on or following a Change in Control (as defined below), Executive shall be
entitled to receive continuation of the Employee’s then-current gross annual salary for
three months, payable in one lump sum no later than 30 days following such termination
date.




 









 




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	 	 	 	The term “Change of Control” shall mean the first to occur of
any of the following:
	 
	 		 	(a) any “person,” as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than (A) the Company,
(B) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and (C) any corporation
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of
Stock), is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 51% or more of the
combined voting power of the Company’s then outstanding voting
securities (excluding any person who becomes such a beneficial
owner in connection with a transaction immediately following
which the individuals who comprise the Company’s Board of
Directors (the “Board”) immediately prior thereto constitute at
least a majority of the Board, the entity surviving such
transaction or, if the Company or the entity surviving the
transaction is then a subsidiary, the ultimate parent thereof);
	 
	 		 	(b) there is consummated a merger, reorganization,
recapitalization, combination or statutory share exchange or
similar transaction involving or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other
corporation (a “Business Combination”), other than a Business
Combination immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least
a majority of the Board, the entity surviving such Business
Combination or, if the Company or the entity surviving such
merger is then a subsidiary, the ultimate parent thereof; or
	 
	 		 	(c) the stockholders of the Company approve a plan of complete
liquidation of the Company or there is consummated an agreement for
the sale or disposition by the Company of all or substantially all of
the Company’s assets (or any transaction having a similar effect),
other than a sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity, immediately
following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors
of the entity to which such assets are sold or disposed of or, if such
entity is a subsidiary, the ultimate parent thereof.






	 	 	 	Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred by virtue of (x) an public offering of securities of the Company by the
Company or its security holders that is registered with the Securities and
Exchange Commission not involving a Business Combination or (y) the
consummation of any transaction or series of integrated transactions immediately
following which the holders of the Company’s stock immediately prior to such
transaction or series of transactions continue to have substantially the same
proportionate ownership and




 









 




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	 	 	 	voting rights in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.






	 	2.6	 	Sections 4 and 5 below will remain in full force and effect after termination of
this Agreement for any reason.






	3.	 	BASIC SALARY AND BENEFITS






	 	3.1	 	Basic Salary






	 	3.1.1	 	The Company shall pay the Employee an initial gross monthly salary of
seventy five thousand New Israeli Shekels (75,000 NIS) (the “Gross Salary”).
	 
	 	3.1.2	 	The Gross Salary for each month shall be payable to the Employee’s
bank account within nine (9) calendar days of the first day of the following
calendar month.
	 
	 	3.1.6	 	As the Employee is employed hereunder in a managerial position and is
involved in a fiduciary relationship between the Employee and the Company and the
Omrix Group, the Work and Rest Law (5711-1951), and any other law amending or
replacing such law, shall not apply to the Employee or to his employment with the
Omrix Group, and the Employee shall not be entitled to any compensation in respect
of such law. The Employee acknowledges that the compensation set forth hereunder
includes compensation that would otherwise be due to the Employee pursuant to such
law.
	 
	 	3.1.7	 	The Gross Salary shall be comprehensive and all-inclusive and it shall
be deemed to embody the Employee’s entire compensation for his employment and work
save where it is otherwise specifically set forth in this Agreement or by law.
	 
	 	3.1.8	 	The Employee shall receive the Gross Salary in respect of periods of
the Employee’s military reserve duty. The Company shall be entitled to retain any
amounts payable by the National Insurance Institute or any other agency or entity
in respect of such periods.
	 
	 	3.1.9	 	The Company shall legally deduct and withhold income tax payments and
other obligatory payments, such as social security and mandatory health insurance,
from all of the payments which shall be paid to the Employee in accordance with
this Agreement and as required by law, including all taxes imposed on any benefits
granted to the Employee and on any part of the benefits which exceeds the maximum
exemption provided by law.






	 	3.2	 	Manager’s Insurance






	 	3.2.1	 	The Company shall effect a Manager’s Insurance Policy (the
“Policy”) for the Employee through an insurance company chosen by the Employee,
and shall pay a sum equal to 8.33% of the Employee’s Gross Salary towards such
Policy which shall be on account of severance pay, and 5% toward provident




 









 




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	 	 	 	(compensation) payments, subject to deduction of 5% from the Employee’s Gross
Salary, as follows: at the beginning of each month the Company shall deduct
from the Gross Salary an amount equal to 5% of the Gross Salary for the
preceding month, and shall pay such amount as premium payable in respect of
the provident compensation component of Policy. In the event the Employee
elects to be insured under a Pension Plan, the allocations shall be modified
in accordance with the Pension Plans policies, provided that in any event
they do not exceed the amounts set forth above. In addition, the Company
shall pay a sum equal to 2.5% of the Employee’s Gross Salary on account of
the Employee’s disability insurance.






	 	3.2.2	 	It is further agreed by the Parties that during the Employee’s
employment period with the Company, the Company shall be the sole owner of the
Policy. Upon termination by the Company other than for Cause, the Company shall
transfer the Policy (or any portion thereof) to the Employee and shall pay
severance payments to the Employee; all in accordance with any applicable law.
In addition, it is agreed that, provided the Employee has completed at least 18
months of employment with the Company, then thereafter upon any termination of
the employment by the Employee and/or by the Company (except for termination
for Cause), the Company shall transfer the Policy to the Employee and shall pay
severance payments to the Employee.






	 	3.3	 	Education Fund
	 
	 	 	 	The Company shall pay an amount equal to 7.5% of the Gross Salary for the preceding
month to an Education Fund (Keren Hishtalmut) designated by the Employee (the
“Education Fund”), and shall deduct from the Gross Salary an amount equal to 2.5% of
the Gross Salary for the preceding month and pay the same to the Education Fund.
Use of these funds shall be in accordance with the by-laws of the Education Fund.
Notwithstanding anything to the contrary herein, the Employee shall bear all taxes
resulting from the Company’s contributions to the Education Fund.






	 	3.4	 	Recuperation Pay
	 
	 	 	 	The Employee shall be entitled to Recuperation Pay for 14 days.
	 
	 	3.5	 	Vacation
	 
	 	 	 	During the term of his employment by the Company, the Employee shall be entitled to
22 days vacation for each calendar year of work or as prescribed by the Annual Leave
Law, 5711 — 1951, whichever is more beneficial to the Employee.
	 
	 	 	 	The dates of the Employee’s vacation shall be pre-coordinated with the CEO.
	 
	 	3.6	 	Sick Leave
	 
	 	 	 	The Employee shall be entitled to be paid sick leave as provided by law.
	 
	 	Cellular Telephone






	 	3.7	 	The Company shall provide the Employee with use of a cellular telephone during the
course of his employment.




 









 




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	 	3.8	 	Company Car (Leased) 






	 	3.8.1	 	The Company shall make available to the Employee a leased
Company car of a level detailed below (hereinafter the “Company Car”). The
Employee will use the Company Car in accordance with the Company’s guidelines
and procedures, for carrying out his duties and, subject to said duties, for
the Employee’s private and family use with all costs and expenses, such as
maintenance, operational usage, insurance and leasing and gas expenses paid by
the Company. The Company Car shall be of grade 4 (according to the grades
published by the Israeli Tax authorities) and the Employee may upgrade at the
Employee’s own expense (including for the additional gross up costs) to a
higher grade. The Employee will also be entitled to waive his right for a
Company car and instead receive a gross payment equal to the Company Car cost.
Omrix will pay the applicable tax for a grade 4 car.
	 
	 	3.8.2	 	The Employee shall be liable for all traffic tickets (unless it
can be shown that the violation was committed by another Company employee).
	 
	 	3.8.3	 	The Employee shall be responsible for any use or misuse of the
Company Car by his or by his family member which is against any of the terms of
the car insurance policy or for any breach/termination of the Company Car
leasing contract (including penalties).






	 	3.9	 	The Employee will be entitled to an annual discretionary performance bonus in a
target amount of 40% of his annual Gross Salary. The actual amount of the bonus each
year shall be determined by the Company’s Chief Executive Officer and board of
directors at their discretion.
	 
	 	3.10	 	Taxes
	 
	 	 	 	Any taxes imposed on the benefits granted to the Employee hereunder shall be borne by
the Employee and shall be deducted from his salary by the Company in accordance with
applicable laws or agreements.






	4.	 	CONFIDENTIALITY, DEVELOPMENT RIGHTS AND NON-COMPETITION
	 
	 	 	The Employee agrees that the terms of his employment in regard to confidentiality,
development right and non-competition shall be as set forth in the Confidentiality,
Development Rights and Non-Competition Agreement attached hereto as Annex 1.






	5.	 	WARRANTIES






	 	5.1	 	The Employee represents and warrants that on the Effective Date he will be free to
provide services to the Omrix Group upon the terms contained in this Agreement and that
there are no employment contracts, consulting contracts or restrictive covenants
preventing full performance of his duties hereunder.
	 
	 	5.2	 	The Employee represents and warrants that he will not use, during the course of his




 









 




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	 	 	 	employment with the Company, any trade secrets or proprietary information which is
the property of his previous employer(s), in such a manner that may breach any
confidentiality or other obligation the Employee may have to such former employer(s).






	6.	 	GENERAL PROVISIONS






	 	6.1	 	This Agreement shall not be amended, modified or varied by any oral agreement or
representation, except by written instrument executed by both parties or their duly
authorized representatives.
	 
	 	6.2	 	No failure or delay of either party in exercising any power or right hereunder
shall in any way restrict or diminish such party’s rights and powers under this
Agreement, or operate as a waiver of any breach or non-performance by either party of
any of the terms or conditions hereof.
	 
	 	6.3	 	If any term or provision of this Agreement shall be declared invalid, illegal or
unenforceable, then such term or provision shall be enforceable to the extent that a
court shall deem it reasonable to enforce such term or provision and, if any such term
or provision shall be held by any competent court to be unreasonable to enforce to any
extent, such term or provision shall be severed and all remaining terms and provisions
shall be unaffected and shall continue in full force and effect.
	 
	 	6.4	 	The terms and conditions of this Agreement supersede those of all previous
agreements and arrangements, either written or oral, relating to the subject thereof.
	 
	 	6.5	 	This Agreement is personal to the Employee, and the Employee shall not assign or
delegate his rights or duties to a third party, whether by contract, will or operation
of law, without the Company’s prior written consent.
	 
	 	6.6	 	This Agreement shall inure to the benefit of the Company’s successors and assigns.
	 
	 	6.7	 	Each notice and/or demand given by a party pursuant to this Agreement shall be in
writing and sent by registered mail to the other party at the address appearing in the
caption of this Agreement, and such notice and/or demand shall be deemed given at the
expiration of seven (7) days from the date of mailing by registered mail or immediately
if delivered by hand. Such address shall be effective unless notice of a change in
address is provided by registered mail to the other party.
	 
	 	6.8	 	It is hereby agreed between the parties that the laws of the State of Israel shall
apply to this Agreement.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above
written:




	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	/s/ Robert Taub 	 	By:  	                  /s/ Asaf Alperovitz
 	 	 
	 	Title: CEO  	 	 	                            Employee