exhibit10_36.htm


    
      
         


      

      
        Execution Copy 


        
          
 

      

       

    

     

    
      Individual
Employment Agreement

       

      Made
and Entered into this 16th day of April, 2007

       

       

      
        	
                By
      and Among:

              	
                HOMI
      Israel Ltd.,
      a private, limited liability company, incorporated and existing
      under the laws of Israel, Company No. 512482787, whose address for the
      purposes of this Agreement shall be c/o Adv. Aryeh Reif, 17-4 Yitzchak
      Rabin Road, Bet Shemesh 99585, Fax: 02-9997993, email: Aryeh@ReifLaw.com
      (“Employer”);

              


      

       

      
        	
                And:

              	
                Linor
      Labandter, I.D. 038482576, whose address for the purposes of this
      Agreement shall be 100 Levi Eshkol St., Tel-Aviv 69361, email: linor.lab@gmail.com
      (“Manager”);

              


      

       

      
        	
                Whereas:

              	
                Employer
      is engaged in the supply of products and/or services relating to minibars
      and/or other appliances containing food and/or drink and/or other
      products; and

              


      

       

      
        	
                 

              


      

      
        	
                      
                  *Whereas:

                

              	
                Employer
      wishes to employ Manager in the position specified in Exhibit
      A’ to this Agreement (hereinafter: the “Position”),
      inter alia in reliance upon and subject to the representations,
      information and material contained in the CV documentation which Employer
      received from Manager and in reliance upon the representations and
      undertakings of Manager as set forth herein;
and

              


      

       

      
        	
                Whereas:

              	
                Manager
      declares that she possesses the know-how, the experience, the abilities
      and the skill that are required in order to fulfil Manager’s duties in the
      Position to Employer’s satisfaction;
and

              


      

       

      
        	
                Whereas:

              	
                Manager
      declares that there is no bar, legal, contractual or howsoever otherwise,
      to Manager’s (i) entering into this Agreement, (ii) being employed by
      Employer pursuant hereto and (iii) fulfilling all of Manager’s duties in
      the Position; and

              


      

       

      
        	
                Whereas:

              	
                The
      Parties wish to define and establish the terms and conditions which will
      apply to their relations for the duration of Manager’s employment by
      Employer, all as set forth in this Agreement, including any and all
      Appendices hereto (hereinafter: the “Agreement”);

              


      

       

      Therefore,
the parties have made condition and agreed as follows:

       

      
        	
                1.  

              	
                Duration
      and Terms of Employment

              


      

       

      
        	
                1.1  

              	
                Manager’s
      employment with Employer shall commence as of 1st
      May 2007, and this Agreement is for an undefined period of time, subject
      to the provisions herein relating to
  termination.

              


      

      
        	
                 

              


      

       

      
        	
                      
                  *   
      1.2  

                

              	
                Manager’s
      terms of employment with Employer shall be as set forth in Exhibit
      A’ attached hereto. The provisions contained in Exhibit A’,
      together with any other statutory right to which Manager may be entitled,
      other than those already included by reference in Exhibit A’, constitute
      an exhaustive list of Manager’s rights and entitlements vis a vis
      Employer.

              


      

       

      
        	
                1.3  

              	
                Employer
      shall be entitled, in its discretion and from time to time, to amend work
      procedures relating to the Position and/or Manager’s place of work,
      including the possible full-time and/or part-time, temporary and/or
      permanent transfer of Manager’s employment to one or more affiliated
      companies of Employer (each, an “Affiliate”),
      in which case any such affiliate may also be designated by Employer as
      being included in the definition of “Employer” herein, all the foregoing
      in accordance with Employer’s needs and without prejudice to Manager’s
      statutory rights.

              


      

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

      

        
          
             


          

          
            
              
                Employment
Agreement

                HOMI
Israel Ltd. – Linor Labandter

                Execution
Copy - Dated 16 April 2007  

              

            

            
              
 

          

          
             


          

        

         

      

      
        	
                2.  

              	
                Manager’s
      Representations and
Undertakings

              


      

       

      Manager
represents, confirms and undertakes that:

       

      
        	
                2.1  

              	
                all
      of the representations, information and material contained in the CV
      documentation which Manager delivered to Employer prior to the execution
      hereof are truthful; Manager is aware that Employer’s willingness to
      employ Manager under the terms hereof is based inter alia on all of the
      information which was delivered to Employer as above, and that Manager’s
      representations in this Section 2 constitute an integral and fundamental
      condition of Employer’s said
willingness;

              


      

       

      
        	
                2.2  

              	
                the
      very best of Manager’s time, energy and abilities will be dedicated to
      performing all of the duties which will be assigned to Manager by Employer
      from time to time during the course of Manager’s employment with Employer,
      all subject to the scope of the Position as set forth in Exhibit
      A’;

              


      

       

      
        	
                2.3  

              	
                the
      Position will be filled by Manager, and all of the duties assigned to
      Manager in the course of Manager’s employment with Employer will be
      discharged, with dedication and skill, in accordance with the procedures
      and directions which will be established by Employer from time to time,
      and in accordance with the duty of trust which applies inter alia in view
      of the nature of the Position and the applicable provisions of Law, all
      the foregoing to Employer’s
satisfaction;

              


      

       

      
        	
                2.4  

              	
                the
      duties assigned to Manager in the course of employment with Employer shall
      be discharged by Manager in good faith and with integrity, for the good of
      Employer and its Affiliates alone, and Manager will refrain from any
      action which could harm Employer and/or any Affiliate, or cause any kind
      of damage to Employer and/or any Affiliate, and/or their assets,
      interests, reputation and/or goodwill, in any way
    whatsoever;

              


      

       

      
        	
                2.5  

              	
                other
      than as set forth in Exhibit A’, Manager will not be permitted to receive
      any payment, consideration, reward or other benefit, whether monetary or
      otherwise, in respect of Manager’s employment with Employer or howsoever
      in connection therewith, from any person or entity whatsoever, including
      any of Employer’s customers and/or
suppliers;

              


      

       

      
        	
                2.6  

              	
                Manager
      is aware that, the Position is of a managerial nature and/or of a nature
      requiring special trust and that the particular circumstances of
      employment under this Agreement prevent comprehensive supervision of
      Manager’s work schedule, and, accordingly, that the provisions of the
      Hours of Work and Rest Act, 5711-1951, shall not apply to Manager, and
      Manager shall not be entitled to any compensation for employment with
      Employer, beyond that specified in this Employment Agreement and as set
      forth in Exhibit A’, and Manager is aware that such compensation was
      calculated accordingly;

              


      

       

      
        	
                2.7  

              	
                Manager
      is aware that, during the course of employment with the Employer,
      important and valuable equipment which is used by Employer in the conduct
      of its business may be placed under Manager’s care and/or control; and
      Manager undertakes to take excellent care of all such equipment and to
      prevent any damage or loss to the equipment (except for reasonable wear
      and tear), for the duration of Manager’s employment with the Employer; and
      Manager agrees that if Manager shall be in breach of this provision and as
      a direct result damage is caused to the equipment, then Employer shall be
      entitled, without derogating from its other statutory remedies, to deduct
      the value of such damage from Manager’s salary, without the need to
      produce evidence quantifying the actual damage
  caused.

              


      

       

      
        
           

        

        
          2

          
            
 

        

        
           

        

      

      

        
          
             


          

          
            
              
                Employment
Agreement

                HOMI
Israel Ltd. – Linor Labandter

                Execution
Copy - Dated 16 April 2007  

              

            

            
              
 

          

           

        

         

      

      
        	
                3.  

              	
                Work
      Procedures

              


      

       

      Employer is a wholly owed subsidiary of Hotel Outsource
Management International, Inc. (“HOMI Int’l”),
which owns, directly or indirectly a number of other companies, around the
world, all of which shall be deemed Affiliates for the purposes of this
Agreement (“collectively, with Employer, “HOMI
Companies”). Manager will report to the CEO of the HOMI Companies, or to
any other person as may be stipulated in writing by Employer from time to time,
and will receive from such person directions and instructions in relation to
Manager’s duties, which Manager shall then discharge in accordance with the
provisions of Section ‎2 above.

       

      
        	
                4.  

              	
                Confidentiality;
      Ownership of Rights

              


      

       

      
        	
                4.1  

              	
                Manager
      represents that she is aware that, in the context of and/or in the course
      of and/or as a result of Manager’s employment with Employer and/or
      howsoever otherwise, information and/or documents and/or trade secrets
      and/or commercial secrets of HOMI Companies, may become known to Manager
      (jointly and severally hereinafter: “Trade
      Secrets”), and Manager undertakes, as an integral and fundamental
      condition of Employer’s willingness to hire Manager, to maintain in
      strictest confidence any and all Trade Secrets that may become known to
      Manager, and to refrain from making any use thereof, other than in the
      context of discharging Manager’s duties in the Position and for the
      purpose of fulfilling Manager’s undertakings towards Employer as set forth
      herein, and to the best interests of the HOMI Companies
    alone.

              


      

       

      
        	
                4.2  

              	
                Without
      limitation to the generality of other related provisions herein, Manager
      specifically undertakes not to disclose any information howsoever relating
      to HOMI Companies’ activity to any third party
  whatsoever.

              


      

       

      
        	
                4.3  

              	
                In addition to the provisions of this Section
      ‎4 above, and without derogating therefrom,
      Manager confirms and agrees that all documents and/or other material which
      may be given to Manager or otherwise be in Manager’s possession in the
      context of and/or in the course of and/or as a result of Manager’s
      employment with Employer, is the property of HOMI Companies and, for as
      long as such shall be in Manager’s possession, Manager shall look after it
      in such way as to ensure that no unauthorised use may be made of it. Any
      and all such documents and/or material shall be returned to Employer by
      Manager forthwith upon their no longer being need by Manager in
      furtherance of Manager’s duties herein, or upon Employer’s first demand,
      whichever comes sooner, without Manager retaining any copy
      thereof.

              


      

       

      
        	
                4.4  

              	
                Without
      limitation to the generality of this Section 4 above, Manager specifically
      undertakes to maintain in confidence the terms of this Agreement and not
      to disclose them, or any part thereof, to any person or
      entity.

              


      

       

      
        	
                4.5  

              	
                Manager
      represents and confirms that Manager is aware and agrees, that Employer
      and/or other HOMI Companies shall be the owner of all of the rights in and
      to all of the fruits of Manager’s labour and all of the work product, of
      any kind whatsoever, that are related and/or that pertain, directly or
      indirectly, to Manager’s work hereunder (hereinafter: “Work
      Product”), and Manager undertakes not to make any use whatsoever,
      at any time whatsoever, of the Work Product, or any part thereof, other
      than solely for HOMI Companies’ benefit and in the context of Manager’s
      work for Employer under the terms hereof. For avoidance of doubt, it is
      hereby stipulated that any and all Work Product, and any and all
      information relating, directly or indirectly, to any and all Work Product,
      shall for all intents and purposes be deemed to be Trade Secrets. In the
      event of any dispute arising between the Parties as to the inclusion of
      any item within the definition of Work Product as defined above, the
      burden of proof shall rest with Manager alone, and until such time as
      Manager may, if at all, convince Employer that it is not Work Product,
      Manager undertakes to treat it as Work Product, and all the provisions
      hereof applying to Work Product shall also apply in such
    case.

              


      

       

      
        
           

        

        
          3

          
            
 

        

        
           

        

      

       

      

        
          
             


          

          
            
              Employment
Agreement

              HOMI
Israel Ltd. – Linor Labandter

              Execution
Copy - Dated 16 April 2007  

            

            
              
 

          

           

        

        
           

        

      

      
        	
                4.6  

              	
                For
      avoidance of any doubt, it is hereby stipulated that all Work Product will
      be the property of Employer and/or HOMI Companies alone, and Manager shall
      not be entitled to any consideration or benefit, of any kind whatsoever,
      in connection with such Work Product, over and above Manager’s wages as
      defined herein, and Employer and HOMI Companies will be entitled to take,
      or refrain from taking, whatever action they see fit in relation to such
      Work Product, in their discretion, without the need to provide the reasons
      behind their decision, or to update Manager as to their decisions. Manager
      undertakes to sign any document that may be presented to Manager by
      Employer, such as may reasonably and customarily be required in order to
      implement and give effect to the provisions of Sections 4.5 and 4.6 above,
      including, without limitation, assignments and/or transfers of patents,
      copyright and/or any other similar
right.

              


      

       

      
        	
                4.7  

              	
                In view of the fact that Manager will become
      acquainted with extremely sensitive and classified Trade Secrets and Work
      Product in the course of Manager’s relations with HOMI Companies under
      this Agreement as mentioned in this Section ‎4 above, and further in view of the fact that
      such Trade Secrets and Work Product would give HOMI Companies’ competitors
      an unfair and unlawful advantage in trade, and further in view of the fact
      that HOMI Companies’ business is based, and fundamentally dependent, on
      the continued secrecy of such Trade Secrets and Work Product, and bearing
      in mind that such Trade Secrets and Work Product are proprietary to, and
      owned exclusively by HOMI Companies, and that unauthorized disclosure
      and/or use of such Trade Secrets and/or Work Product could constitute an
      actionable tort under the Commercial Torts Act (1999), and would be very
      likely to cause material damage to HOMI Companies, Manager hereby
      undertakes, in addition to, and without derogating from Manager’s
      non-disclosure undertakings, in order to reduce the risk of unauthorized
      disclosure and/or use of Trade Secrets and/or Work Product, that Manager
      will not, at any time during the Term of this Agreement and for a further
      period of 18 (eighteen) months following termination of this Agreement,
      for whatever reason, either personally or by means of any person and/or
      entity acting on Manager’s behalf and/or howsoever otherwise, directly or
      indirectly, do any of the
following:

              


      

       

      
        	
                (i)  

              	
                be
      employed by, consult to, participate in, or howsoever be connected with
      any Direct Competitor of Employer, anywhere in the world, where “Direct
      Competitor” means any entity or operation engaged in activity directly
      related to the HOMI Companies’ field of activity and is, or could be
      expected to be, in competition with such activity, all the foregoing
      insofar as the Manager’s involvement in said Direct Competitor is in the
      same or similar fields in which the Manager was engaged by the Employer
      and/or in relation to which the Manager was in possession of and/or had
      access to any Trade Secrets and/or Work
Product;

              


      

       

      
        	
                (ii)  

              	
                sell
      or offer for sale any Directly Competing Product, where “Directly
      Competing Product” means any product and/or service directly related to
      any of the products and/or services marketed and/or provided by HOMI
      Companies and/or that is, or could be expected to be, in competition with
      any of the foregoing.

              


      

       

      
        	
                4.8  

              	
                The
      provisions of this Section 4 are intended to supplement, and not derogate
      from, Employer’s rights under applicable law, and these provisions shall
      remain in full and binding effect for the entire duration of this
      Agreement and for an unlimited period following the termination or
      cancellation of this Agreement at any time and under any
      circumstances.

              


      

       

      
        
           

        

        
          4

          
            
 

        

        
           

        

      

      

        
          
             


          

          
            
              
                Employment
Agreement

                HOMI
Israel Ltd. – Linor Labandter

                Execution
Copy - Dated 16 April 2007  

              

            

            
              
 

          

           

        

         

      

      
        	
                5.  

              	
                Termination
      of Employment

              


      

       

      
        	
                5.1  

              	
                This
      Agreement shall remain in force until such time as it is cancelled or
      shall come to an end in accordance with its terms and, concurrent with any
      such cancellation or termination, the employment relations between
      Employer and Manager shall also terminate for all intents and
      purposes.

              


      

       

      
        	
                5.2  

              	
                Without
      derogating from the provisions of Section 5.1 above, either Party may
      terminate this Agreement and bring to an end the employment relations
      thereunder by means of unequivocal, 60 day advance written notice, to be
      delivered to the other Party in accordance with the law (the “Notice
      Period”).

              


      

       

      
        	
                5.3  

              	
                Manager
      hereby expressly undertakes that, upon this Agreement being terminated by
      either Party, Manager will transfer the Position, at and subject to
      Employer’s request, in a comprehensive, orderly and responsible fashion,
      to whomsoever Employer may direct - the foregoing without in any way
      derogating from Manager’s other duties pursuant to this
      Agreement.

              


      

       

      
        	
                5.4  

              	
                Manager
      is fully aware that, if Manger’s employment with Employer is terminated by
      Manager without delivery of proper advance notice as stipulated above, or
      prior to completion of said advance notice, then, without derogating from
      Employer’s right under this Agreement and under applicable law to take
      legal action for any and all damage that may be sustained by Employer as a
      result and/or arising out of said termination of employment relations,
      Manager shall also be obliged to pay Employer a sum equal to Manager’s
      regular wages for whatever portion of the Notice Period that Manager does
      not work as normal, and Employer will be entitled to deduct this sum from
      any sum that may be payable to Manager on account of and/or in connection
      with this Agreement. The same shall apply if Manager, following notice of
      termination by either Party, ceases, at Manager’s initiative, to perform
      all the duties of the Position, prior to completion of the Notice Period.
      Conversely, if, following notice of termination by either Party, Employer
      gives notice of immediate termination, to enter into effect immediately or
      otherwise prior to completion of the Notice Period, then Employer will be
      obliged to pay Manager a sum equal to Manager’s regular wages for the
      balance of the Notice Period remaining after the effective date of said
      early termination by Employer.

              


      

       

      
        	
                5.5  

              	
                Notwithstanding
      the foregoing, in the event of a serious disciplinary offence, or a
      betrayal of trust by Manager, or Manager being involved in a criminal act
      classed as Avon
      or Pesha,
      then Employer shall be permitted to terminate this Agreement, together
      with employment relations hereunder, forthwith, without advance notice of
      any kind and without any payment in lieu of advance notice, and with
      revocation of any other right to which Manager may have been entitled, if
      at all, under this Agreement and/or under applicable law, howsoever in
      connection with termination of employment under other
      circumstances.

              


      

       

      
        	
                5.6  

              	
                Manager
      acknowledges that the advance notice Manager would be entitled to receive
      under applicable Israeli law, is substantially less than the advance
      notice specified in Section 5.2 above, and accordingly that the advance
      notice terms in this agreement, in their entirety, including the advance
      notice that Manager undertakes to deliver to Employer, are more favourable
      to Manager than those stipulated by
law.

              


      

       

      
        
           

        

        
          5

          
            
 

        

        
           

        

      

       

      

        
          
             


          

          
            
              
                Employment
Agreement

                HOMI
Israel Ltd. – Linor Labandter

                Execution
Copy - Dated 16 April 2007  

              

            

            
              
 

          

           

        

         

      

      
        	
                6.  

              	
                Entire
      Agreement

              


      

       

      This
Agreement constitutes a special, individual employment agreement and comprises
the full and exhaustive agreement between the Parties in connection with the
employment relations between them. With respect to these employment relations,
no other arrangements and/or agreements, currently in existence or to be in
existence in the future at Employer, or any collective agreements that apply to
and/or that may apply to other employees of Employer, if at all, will apply to
Manager. For avoidance of doubt, this Agreement voids and comes in place of any
prior arrangement or agreement, if at all, verbal or written, concerning
employment relations between the Parties, if at all, and this Agreement alone
shall exclusively apply to and be binding upon the Parties in respect of said
employment relations.

       

      
        	
                7.  

              	
                Miscellaneous

              


      

       

      The
Preamble, and any Appendices, Exhibits or Schedules to this Agreement,
constitute an integral part hereof. Section headings are for convenience
purposes only, and may not be used in the construction or interpretation of this
Agreement. The contents of this Agreement shall also serve as notice given to
Manager under the Notice to Manager Act (Terms of Employment), 5762 - 2002. No
failure or delay on the part of any party in exercising any right and/or remedy
to which it may be entitled hereunder and/or by law shall operate as a waiver by
that party of any right whatsoever. No waiver of any right under this Agreement
shall be deemed as a waiver of any further or future right hereunder, whether or
not such right is the same kind of right as was waived in a previous instance.
No Amendment to this Agreement, or any part thereof, shall be valid or binding
upon the Parties unless drawn up in writing and signed by both Parties. In case
any provision of the Agreement shall be declared by a competent court to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and shall continue in full force and effect. Any use of the word “including” in
this Agreement shall be construed as meaning “including, without limitation”,
unless expressly stipulated to the contrary. All pronouns contained herein, and
any variations thereof, shall be deemed equally to refer to the masculine,
feminine or neutral, singular or plural, as the context may require. Notices
sent by one party to the other under this Agreement will be sent by registered
mail to the addresses specified in the Preamble, delivered by hand, transmitted
by fax, or sent by e-mail or other electronic means of communication and will be
deemed to have reached their destination 7 days after being deposited with the
Post Office for despatch as registered mail, upon actual delivery when delivered
by hand, and upon receipt of the recipient’s written confirmation (including
electronic confirmation) of receipt when sent by fax, e-mail or other electronic
means of communication.

       

       

       

      In
witness whereof the parties have executed this

       

      Employment
agreement on the date first above written:

       

       

       

      
        	
                ______________________

                Employer

              	 
      	
                ______________________

                Manager

              


      

       


      
        
          
             

          

        

        
          6 


          
            
 

        

         

      



    
      
         


      

      
        Execution Copy 


        
          
 

      

       

    


    Exhibit
A’

     

    Dated
this 31st day of
July 2008 - Effective as of 1st June
2008

     

    To the
Individual Employment Agreement  (“Agreement”)

    Between
HOMI Israel Ltd. and Linor
Labandter dated 16 April 2007

     

    (Amending
& Replacing Exhibit A’ Dated 16th April
2007)

     

    Definition
of Position and Terms of Employment

     

     

    All terms that are
capitalized herein and that are defined in the Agreement and not otherwise
defined in this Exhibit A’ shall have the meanings given thereto in the
Agreement. In the event of any
inconsistency or contradiction between the provisions of this Exhibit and the
provisions of the Agreement, the provisions of the Agreement shall prevail and
be binding upon the Parties.

     

     

    
      	
              1.  

            	
              Definition
      of Position

            


    

     

    
      	
              1.1  

            	
              The
      Position in which Manager will be employed by Employer under the Agreement
      to which this forms an Exhibit comprises the following: (i) holding the
      position of CEO
      of Employer and (ii) performing the duties
      of CFO of the HOMI Companies. Furthermore, Manager shall, in the
      context of the Position, also discharge, inter alia, the following
      duties:

            


    

     

    
      	
              a.  

            	
              managing
      and/or providing all necessary assistance in connection with
      administration, support and back-office duties of
  Employer;

            


    

     

    
      	
              b.  

            	
              managing
      and/or providing all necessary assistance in connection with acquisition
      and sales of HOMI Companies;

            


    

     

    
      	
              c.  

            	
              managing
      and/or providing all necessary assistance in connection with all
      finance-related matters of HOMI
Companies;

            


    

     

    
      	
              d.  

            	
              initiating,
      developing, coordinating and carrying out road-shows and other such
      activities for HOMI Companies;

            


    

     

    
      	
              e.  

            	
              providing
      all necessary assistance in any other commercial matters which HOMI
      Companies’ CEO shall identify in writing from time to
  time.

            


    

     

    
      	
              1.2  

            	
              The
      Position is a full time position, with it being understood that, in view
      of the seniority of the Position, Manager shall be required, according to
      Employer’s needs, to work more hours than a non-management employee,
      including outside of normal working hours, and in this respect each Party
      shall show consideration for the needs and constraints of the
      other.

            


    

     

    
      	
              1.3  

            	
              Manager
      will perform the work at such location as Employer shall determine from
      time to time, provided that designation of a location which would require
      relocation by Manager shall be subject to advance coordination with
      Manager. Initially Manager will perform the work from home. As soon as
      possible, Employer shall make an office available to Manager, at
      Employer’s expense and if Employer shall fail to do so, then Employer will
      pay Manager for usage of Manager’s home resources and space as Manager’s
      office.

            


    

     

    
      	
              2.  

            	
              Salary

            


    

     

    
      	
              2.1  

            	
              The
      all
      inclusive monthly cost to Employer of Manager’s employment under
      this Agreement shall be NIS
      45,000 (hereinafter: the “Cost of
      Employment”). Unless expressly stated to the contrary in this
      Exhibit, Cost of Employment shall include all wages and benefits
      whatsoever to which Manager is entitled under this Agreement and/or by
      law, and all of the price increase bonuses (tosefet
      yoker) and wage bonuses that have been paid to employees in Israel
      up to the effective date hereof, and all Employer withholding taxes and
      Employer deductions and contributions of all kinds and all other sums of
      any kind which form part of the cost to Employer of employing Manager
      under the Agreement, with the exception of sums which are clearly and
      unequivocally defined herein as being payable to Manager in addition to
      the Cost of Employment.

            


    

     

    
      
         

      

      
         

        
          
 

      

      
         

      

      

        
          
             


          

          
            
              
                Exhibit
A’ to Employment Agreement

                HOMI
Israel Ltd. – Linor Labandter

                Execution
Copy  

              

            

            
              
 

          

          
             


          

        

         

      

    

    
      	
              2.2  

            	
              Manager’s
      wages for the term of Manager’s employment under the Agreement shall be in
      the form of a monthly salary, which shall be paid to Manager in NIS, the
      amount of which salary, defined in gross terms, shall be calculated as a
      function of the Cost of Employment, taking into consideration all
      applicable taxes, social security payments, all other withholding payments
      required by law and all other benefits set forth herein, that form part of
      the Cost of Employment (hereinafter: the “Salary”).

            


    

     

    
      	
              3.  

            	
              Car;
      Cellular Phone

            


    

     

    For the
duration of this Agreement, Manager shall have the right to the use of a car
(belonging to group 3, per coordination between Employer and leasing company)
and a cellular phone, including a hands-free accessory for using the phone in
the car used by Manager (hereinafter: the “Car”, the
“Phone”),
belonging to or leased by Employer, and Employer shall bear the expenses of
operating the Car and the Phone, with all such expenses being over and above,
and not included in, the Cost of Employment, apart from taxes payable by Manager
on the value of the benefit (shovi
hatava). Manager undertakes to keep the Car and Phone in good, clean
operating condition at all times, and likewise to ensure the Car’s availability
for regular maintenance, tune-ups, testing etc., in accordance with Employer’s
instructions from time to time, and to return the Car and Phone to Employer
immediately upon termination of the Agreement, for whatever reason.

     

    
      	
              4.  

            	
              Managers’
      Insurance

            


    

     

    
      	
              4.1  

            	
              For
      each month Manager is employed by the Employer pursuant to this Agreement,
      the following monthly payments will be deducted from and/or paid on the
      basis of the Salary, for Manager, to a Managers Insurance Policy of the
      Manager’s election:

            


    

     

    
      	
              a.  

            	
              a
      sum equal to 8 1/3% (eight and one third) of the Salary will be paid by
      the Employer, to the Managers Insurance, as a Severance
    Fund;

            


    

     

    
      	
              b.  

            	
              a
      sum equal to 5% of the Salary will be paid by Employer, and 5% of the
      Salary will be paid by Manager by means of deduction from the Salary, and
      these sums will be paid to the Managers Insurance, as a Provident
      Fund;

            


    

     

    
      	
              c.  

            	
              a
      sum equal to 7.5% of the Salary will be paid by Employer, and 2.5% of the
      Salary will be paid by Manager by means of deduction from the Salary, and
      these sums will be paid to a Study Fund (Keren
      Hishtalmut).

            


    

     

    
      	
              d.  

            	
              a
      portion of the Salary will be paid by Employer on account of general
      disability insurance, depending on Manager’s age and the applicable
      regulations.

            


    

     

    
      	
              4.2  

            	
              The
      Managers Insurance Policy will be owned by Employer and issued in its
      name, provided however that Employer will unconditionally release and
      transfer said policy into the Manager’s name upon termination of the
      employment relations between the
Parties.

            


    

     

    
      	
              4.3  

            	
              In
      the event of dismissal or resignation which, pursuant to the Severance Pay
      Act, 5723 - 1963 (hereinafter: the “Severance Pay
      Act”), entitles the Manager to Severance Pay, Employer will release
      the Managers Insurance policy, in its entirety, to the Manager, as set
      forth above, together with a top-up payment equal to the difference
      between (i) the sums accrued in the Severance Fund and (ii) the Severance
      Pay to which Manager is entitled under the Severance Pay
    Act.

            


    

     

    
      
         

      

      
        2

        
          
 

      

      
         

      

    

    

      
        
           


        

        
          
            
              Exhibit
A’ to Employment Agreement

              HOMI
Israel Ltd. – Linor Labandter

              Execution
Copy  

            

          

          
            
 

        

         

      

       

    

    
      	
              5.  

            	
              Composition
      of Wage Package

            


    

     

    Notwithstanding the provisions of Section ‎3 and ‎4 above, upon Manager’s written request, Employer
may be agreeable to changing the composition of the wage package set forth
therein, provided, however, that the Salary and the Cost of Employment shall at
all times remain as defined in Section ‎2 above, without change. For instance, if Employer
agrees to a written request by Manager to reduce the payments being made under
Section ‎4.1 above, whether this is with the objective of
remaining beneath the ceiling recognised for tax purposes or otherwise, then
Manager’s basic monthly wages and/or other elements of the wage package will be
upwardly adjusted accordingly, so that the Salary and the Cost of Employment
shall at all times remain as defined in Section ‎2 above, without change.

     

    
      	
              6.  

            	
              Reimbursements

            


    

     

    For the
duration of this Agreement, Employer shall reimburse Manager, over and above the
Cost of Employment, for the monthly cost of an internet connection and for all
reasonable out-of-pocket expenses in respect of travel, hosting (including
refreshments) of Employer’s guests, and purchasing and usage of necessary office
equipment, including printer, fax machine etc., which were incurred by Manager
in the course of discharging Manager’s duties under this Agreement, provided
that any single or recurring expense in excess of NIS 1,000 shall be subject to
Employer’s prior written approval.

     

    
      	
              7.  

            	
              Bonus and
      Options

            


    

     

    
      	
              7.1  

            	
              For
      the duration of this Agreement, Manager shall be entitled to receive, in
      addition to the Salary, whatever portion of whatever Management Bonus
      program that is approved by HOMI Int’l’s Board of Directors, from time to
      time, as being payable to HOMI Companies’ CFO (the “Bonus”).

            


    

     

    
      	
              7.2  

            	
              Any
      Bonus payable to Manager shall be paid at such times and in such manner as
      approved by HOMI Int’l’s Board.

            


    

     

    
      	
              7.3  

            	
              In
      the event that HOMI Int’l may approve an employee stock option plan, it is
      understood that various members of management of HOMI Companies would
      receive rights under such plan, including the function of HOMI Companies’
      CFO, in which case Manager shall be entitled to whatever specific rights
      may be designated in such plan to the HOMI Companies’ CFO. Employer
      encourages employees of HOMI Companies to own shares in HOMI Int’l and
      will recommend that Manager receive entitlements to purchase such shares,
      in the context of programs that may be approved by HOMI Int’l’s Board of
      Directors.

            


    

     

    
      	
              8.  

            	
              Taxes

            


    

     

    All
payments and benefits due from Employer to Manager under the terms of the
Agreement will be subject to the deduction of all applicable taxes, social
security payments and any other withholding payments required by
law.

     

    
      	
              9.  

            	
              Vacation;
      Convalescence; Sick Pay

            


    

     

    
      	
              9.1  

            	 


    

     

    
      	
              a.  

            	
              Manager
      will be entitled to 30 days of fully-paid annual vacation (said quantity
      including 22 work days and the intervening Fridays and Saturdays). Unused
      annual vacation days may be accumulated from one year to the next,
      provided that Manager’s total aggregate, cumulative entitlement to
      vacation days at any time cannot exceed a ceiling of 45 vacation
      days.

            


    

     

    
      
         

      

      
        3

        
          
 

      

      
         

      

    

    

      
        
           


        

        
          
            
              Exhibit
A’ to Employment Agreement

              HOMI
Israel Ltd. – Linor Labandter

              Execution
Copy 

            

          

          
            
 

        

         

      

       

    

    
      	
              b.  

            	
              Employer
      will determine the timing of the annual vacation, as much as possible
      giving consideration to Manager’s needs and requests, and to the projects
      that are underway at that time and the degree of flexibility that can be
      shown by Employer.

            


    

     

    
      	
              9.2  

            	
              Any
      entitlement of Manager in relation to Sick Pay and Convalescence Pay shall
      be as determined by applicable law. Sick Pay is already included in the
      Cost of Employment, but Convalescence Pay shall be paid over and above the
      Cost of Employment.

            


    

     

     

     

    
      	
              ______________________

              Employer

            	 
      	
              ______________________

              Manager

            


    

     

     

     

     

     

     

     

     

    
      
         


      

      
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