Exhibit 10.1


 


TERMINATION
OF EMPLOYMENT BY MUTUAL CONSENT


 


This
Termination of Employment by Mutual Consent Agreement (this “Agreement”) is made on December 11, 2019 by and
among Mr. David Mahlab, ID number 054141064 (the “Executive”), Pointer Telocation Ltd. (“Pointer”)
and its ultimate parent company PowerFleet, Inc. (“PowerFleet”, and collectively with Pointer and all
subsidiaries and parent companies of such entities, the “Group”). 


 


Recitals:


 


Whereas
further to conversations between the parties regarding the termination of Executive’s employment at Pointer by mutual consent,
we hereby put in writing our understandings and agreements, as following:


 


	1.	As
                                         of June 10th 2021, the Executive’s employment with Pointer and any engagement
                                         with PowerFleet or any other Group company (as an employee, office holder or otherwise)
                                         will be terminated by mutual consent (the “Termination Date”). The
                                         Termination Date will not be postponed. As of the Termination Date, the Executive’s
                                         rights, duties and obligations under his employment agreement with Pointer dated February
                                         2, 2011 (or any other contract with any Group company) (defined collectively herein as
                                         the “Employment Agreement”) or under any Group company program or
                                         plan will be terminated, except as otherwise explicitly described herein (including,
                                         without limitation, Section 11 below). As such, the Executive employment period with
                                         Pointer is between February 1, 2011 and January 31, 2021 and with any other Group company
                                         until the Termination Date.
	 	 
	2.	The
                                         period between the date of this Agreement and January 31, 2020 (the “Effective
                                         Date”) shall be defined herein as the “Transition Period” and
                                         the period between the Effective Date and the Termination Date shall be defined herein
                                         as the Notice Period.
	 	 
	3.	The
                                         Notice Period shall serve as a full prior notice of termination under Section 9 of the
                                         Employment Agreement (it is acknowledged that no other notice period is required under
                                         any other agreement, contract or arrangement for any other engagement with PowerFleet
                                         or any other Group company). As of signing of this agreement the Executive can start
                                         a search for new position and can be employed at any other position as long as complies
                                         with Section 12 below.



 


During
the Transition Period the Executive’s involvement in any Group company’s day-to-day business will be agreed upon and
coordinated between the Executive and Chris Wolfe, the Chief Executive Officer of PowerFleet. During the Transition Period, the
Executive will be required to attend work and transfer his responsibilities to person(s) designated by the Pointer or any other
Group company (as the case may be) in an orderly fashion. It is hereby agreed that as part of the Executive’s transfer of
responsibilities to his successor(s), the Executive undertakes that during the Transition Period he shall:


 


		3.1	Take
                                         all reasonable steps required by Pointer or any other Group company (as applicable),
                                         to ensure the orderly transition to any persons designated by the Pointer or any other
                                         Group company (as applicable) of all matters handled by the Executive during the course
                                         of his employment with such Group company; and
	 	 	 
		3.2	Agree
                                         upon a departure message with the Board of Directors of PowerFleet, and issue such departure
                                         message to the applicable Group company’s management and all other employees or
                                         other personnel of the applicable Group company on a date determined by PowerFleet.



 


For
the avoidance of all doubt, during the Notice Period and until the Termination Date, the Executive shall not be required to provide
any services in his capacity as an employee with Pointer and any engagement with PowerFleet or any other Group company, but shall
remain on Pointer’s payroll and shall be entitled to all rights as defined in the Employment Agreement, including, without
limitations, the salary and all benefits, including contribution to Manger’s Insurance Policy/Pension Fund and Education
Fund, all in accordance with and subject to the Employment Agreement and this Agreement.


 




    	 	 	 



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	4.	In
                                         addition to as set forth herein, as a condition to Executive’s receipt of all payments
                                         and other benefits and entitlements described herein, Executive warrants and undertakes
                                         that, if instructed by PowerFleet, he will (a) vote (in person, by proxy or by action
                                         by written consent, as applicable) all securities that he owns or holds in PowerFleet
                                         or any (direct or indirect) subsidiary thereof (including any such securities owned by
                                         the Executive in each of Pointer Recuperacion de Mexico S.A. de C.V., Pointer Logistica
                                         y Monitoreo, Pointer do Brasil Comercial Ltda., Cielo Telecom Ltda. and Pointer Argentina
                                         S.A.) in favor of the sale of all or a majority of the outstanding shares (including,
                                         without limitations, by way of outrights sale of shares, merger, consolidation or other
                                         corporate transaction) or assets of any such entity to a third party (each, a “Sale”);
                                         (b) vote in opposition to any and all other proposals that could reasonably be expected
                                         to delay or impair the ability of the Company to consummate any such Sale; (c) refrain
                                         from exercising any dissenters’ rights or rights of appraisal under applicable
                                         law at any time with respect to any such Sale; and (d) execute and deliver all related
                                         documentation and take such other action in support of the Sale as shall reasonably be
                                         requested by PowerFleet in order to carry out the terms and provision of this Section
                                         3, including without limitation executing and delivering instruments of conveyance and
                                         transfer, and any purchase agreement, share certificates duly endorsed for transfer and
                                         any similar or related documents, and refrain from taking any action that could reasonably
                                         be expected to frustrate the terms and conditions of this Section 3.
	 	 
	5.	On
                                         or around the Termination Date a final settlement of accounts will be carried out and
                                         the Executive will receive all outstanding payments to which he is entitled in addition
                                         to the amounts that were already paid to the Executive, in connection with his employment
                                         with Pointer and its termination, all in accordance with the calculations set out in
                                         Appendix A. In addition, as soon as practical following the Termination Date Pointer
                                         will send letters of release to the relevant insurers (the “Release Letters”),
                                         and provide the Executive with a copy of such letters, instructing the release of all
                                         amounts accumulated in study fund and pension arrangement maintained in his name until
                                         the Termination Date on his behalf (including sums for severance pay which have been
                                         accumulated according to Section 14 of the Severance Pay Law, 1963 (the “Severance
                                         Pay Law”) and reflecting all of the severance pay to which the Executive is
                                         entitled).
	 	 
	6.	All
                                         final amounts shall be as calculated in accordance with the law, the Employment Agreement
                                         and this Agreement and will be detailed in the Executive’s last pay-slip. All aforementioned
                                         payments and entitlements are gross amounts and will be subject to the payment or deduction
                                         of taxes and any other compulsory deductions in accordance with a certificate to be provided
                                         by the Executive from the tax authorities regarding the rate of such deductions.
	 	 
	7.	The
                                         Executive shall continue to serve as a member of the Board of Directors of PowerFleet
                                         until PowerFleet’s next annual meeting of its stockholders.
	 	 
	8.	Subject
                                         to the Executive’s compliance with his undertakings herein and in the Employment
                                         Agreement, the Executive shall be entitled to a full acceleration with respect to the
                                         following equity awards effective as of the Effective Date, such that the following equity
                                         awards shall become fully vested as of the Effective Date: (a) 47,970 restricted shares
                                         of common stock of PowerFleet, which were granted on November 5, 2019; (b) options to
                                         purchase 191,878 shares of common stock of PowerFleet, which were granted on November
                                         5, 2019 (the “Options”); and (c) restricted stock units for 66,684
                                         shares of common stock of PowerFleet. The Options will remain exercisable for a period
                                         of 30 months following the Effective Date in accordance with and subject to the provisions
                                         of the PowerFleet, Inc. 2018 Incentive Plan (the “Exercise Period”).
                                         Following the lapse of the Exercise Period, any then-unexercised Options shall automatically
                                         expire immediately and shall have no further force and effect.



 




    	 	 	 



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	9.	The
                                         Executive shall return, by no later than the Termination Date, directly to any person(s)
                                         designated by any Group company, any corporate property still in his possession or at
                                         his disposal, including security passes, laptop computer (if relevant) (except Tablet
                                         and cellphone), as well as all documents, information and any other Company-related material
                                         in the Executive’s possession or control or prepared by or for him in connection
                                         with his employment, including all copies thereof. The Executive hereby declares that
                                         he has and will have no liens or other rights whatsoever in or to any such property.
	 	 
	10.	This
                                         Agreement constitutes the entire termination of employment under the Employment Agreement
                                         between the Executive and Pointer and any other agreement, contract or arrangement for
                                         any other engagement (as a director, officer, employee or otherwise) with PowerFleet
                                         or any other Group company, by mutual consent, reflects all terms agreed upon with respect
                                         to all matters relating to the termination of the Executive’s employment or other
                                         engagement, and supersedes all prior understandings, agreements, representations and
                                         discussions between the parties (or any other Group company), whether oral or written,
                                         with respect to all of the above.
	 	 
	11.	The
                                         issue of the Release Letters and the receipt of the above sums as described in Appendix
                                         A shall constitute full and final settlement of everything owed to the Executive by Pointer
                                         and/or any other Group company and their respective affiliates, under any law or agreement
                                         or any other source.



 


Without
derogating from the generality of the above, the Executive hereby warrants and undertakes that, except for his rights to acceptance
of all payments and other rights mentioned in this Agreement, neither the Executive, nor anyone on his behalf, have (nor shall
have) any claims, demands of any kind whatsoever or causes of action, against any Group company, its respective affiliates, assigns,
directors, officers, employees, agents, representatives, shareholders, members, partners, predecessors, successors and assigns,
or anyone on their behalf concerning the Executive’s engagement with any Group company or its affiliates, his employment
or other engagement and/or the termination of his employment or other engagement and as a member of the Board of Directors of
any Group company, including, without limitation, with respect to salary, overtime, wages of any kind, severance pay, payment
in accordance with Section 14 of the Severance Pay Law, sick pay or pay for sick days not utilized, annual leave, redemption of
annual leave, travel expenses, recuperation pay, prior notice, payment in lieu of prior notice, pay for work on the weekly day
of rest or during holidays, payment for delayed compensation of any kind, tax implications of any kind, commissions, incentives,
retention grants, bonuses of any kind, payments to social contributions of all kinds or deductions (including to study fund and
pension arrangement), payments in lieu of study fund and pension arrangement, stock, options, equity based right, or any other
incentive payment or right, discrimination, harassment, process of termination, royalties, warranties, reimbursements or refunds
for expenses of any kind whatsoever, benefit plans or programs and every other right, payment or social benefit whatsoever or
any other claim of any sort against the Executive in relation to his involvement with the Group. The Executive hereby confirms
that he has waived the right for a hearing on his own free will and the termination of such employment or engagement is by mutual
consent.


 


	12.	The
                                         Executive undertakes to continue to comply with his obligations of confidentiality, non-competition,
                                         non-solicitation and assignment of intellectual property rights pursuant to any law or
                                         agreement (including as set out in the Employment Agreement), which will continue to
                                         survive and obligate the Executive until and after the Termination Date in accordance
                                         with their terms.



 




    	 	 	 



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	13.	Without
                                         derogating from the generality of the foregoing, each of the parties hereto hereby agrees
                                         to keep in complete confidence the terms and conditions of this Agreement, except reports
                                         required to be issued in accordance with applicable law and pursuant to this Agreement,
                                         and not to issue or make any public announcement or disclosure regarding this Agreement
                                         or its subject matter without the written consent of the other side.
	 	 
	14.	Each
                                         of the parties hereto hereby agrees and undertakes not to make any disparaging remarks
                                         about each other (and, in respect of the Executive, about any other entity or person
                                         connected to the Group as well) or anyone on their behalf.
	 	 
	15.	The
                                         Executive hereby confirms that he is fully aware of his rights and that this Agreement
                                         is signed by him after having been given the opportunity to consult with any person of
                                         his choosing.
	 	 
	16.	This
                                         Agreement is and shall be considered a settlement and notice of waiver in accordance
                                         with Section 29 of the Severance Pay Law. This Agreement shall be governed by and construed
                                         in accordance with the laws of the State of Israel.



 


[Signature
Page to Follow]


 




    	 	 	 



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IN
WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS HERETO AS OF THE DATE FIRST WRITTEN ABOVE:


 


	Pointer
    Telocation Ltd.	 	 
	 	 	 	 
	By:	/s/
    Chris Wolfe	 	/s/
    David Mahlab
	Name:
    	Chris Wolfe	 	Mr.
    David Mahlab
	Title:	Chief Executive
    Officer	 
	 	 	 
	PowerFleet,
    Inc.	 	 
	 	 	 	 
	By:	/s/
    Ned Mavrommatis	 	 
	Name:
    	Ned Mavrommatis	 	 
	Title:	Chief Financial Officer	 	 


 









    	 	 	 



    	 	 	 



    

 





APPENDIX
A


 


Breakdown
of All Entitlements (gross amounts)


 


		●	During
                                         the Notice Period (between January 31, 2020 and January 31, 2021) the Executive shall
                                         be entitled to a monthly payment equal to NIS 95,600. In addition to such payment,
                                         the Executive shall be entitled to receive the full Pointer’s contribution to pension
                                         fund, study fund, and all other regular payments and benefits (including the company
                                         car) that he is entitled to receive during his employment in accordance with his Employment
                                         Agreement and/or by law. For avoidance of any doubt, during the Notice Period, the Executive
                                         shall be paid on a monthly basis all his employment entitlements.
	 	 	 
		●	Following
                                         completion of the Notice Period, the Executive shall use 95.58 accrued vacation days
                                         (equal to Payment of NIS 415,338.50) that shall be paid through the monthly
                                         pay-slips (i.e. for the period between February 1, 2021 until June 10, 2021). It is agreed
                                         that these 95.58 accrued vacation days reflects all Executive’s entitlement to
                                         vacation and no additional vacation shall be credited. Accordingly, the last salary pay-slip
                                         payment for the period between June 1-10, 2021: NIS 31,866.66 (based on 10/30
                                         days* NIS 95,600). During the vacation period, the Executive shall be entitled
                                         to receive the full Pointer’s contribution to pension fund, study fund, and all
                                         other regular payments and benefits (including the company car)_that he is entitled to
                                         receive during his employment in accordance with his Employment Agreement and/or by law.
	 	 	 
		●	Outstanding
                                         recuperation pay for the period of October 1, 2020 until the Termination Date: NIS
                                         1837 (NIS 378 * 7 * 8.33/12). For avoidance of any doubt, the outstanding recuperation
                                         pay for the period between October 1, 2019 and October 1, 2020 shall be equal to NIS
                                         2,646 (NIS 378 * 7) paid to the Executive as part of October 2020’s pay roll.
	 	 	 
		●	Bonus
                                         2019: as earned by the Executive pursuant to the terms of the Employment Agreement.
                                         the Executive shall not be entitled to additional bonus.