Exhibit 10.1





 





Termination
Agreement


 


Signed
and entered on the 23 day of the month of July 2019





 


	By
    and Between:	My
    Size Israel 2014 Ltd.,
		I.D.
    No. 515036895 
		Of
    3 Arava St., Airport City 
		(the
    “Company”) 
	 	of
    the one part;
	 	 
	And:	Eliyahu
    Wales, I.D. No. 040914368
		Of
    9 Menachem St.,Bnei Brak 
		(the
    “Employee”) 
	 	of
    the second part;
	 	 
	WHEREAS:	the
    Employee was employed by the Company as of September 10, 2013, all in accordance with the provisions of the employment agreement
    dated November 18, 2018 (the “Employment
    Agreement”); and
	WHEREAS:	the
    Employee tendered his resignation as Employee, and following such tender the Employee and the Company reached an agreement
    with respect to termination of Employee’s employment and the Employee delivered his formal written notice of resignation to
    the Company on June 2, 2019; and
	WHEREAS:	the
    Company and the Employee (the “Parties”)
    desire to enter in writing the terms and conditions of the Employee’s termination of employment, as set forth in this agreement
    (the “Agreement”).


 


The
following has therefore been agreed, declared and stipulated between the Parties:





 


		1.	Preamble
                                         and Definitions



 


		1.1.	The
                                         preamble to this Agreement constitutes an integral part hereof.



 


		1.2.	The
                                         headings in this Agreement are for convenience only and shall not be used to interpret
                                         or construe its provisions.






 


		2.	Termination
                                         of Employment 



 


		2.1.	The
                                         employer-employee relationship between the Parties shall end on June 1, 2019 (the “Termination
                                         Date”).



 


		2.2.	On
                                         an ex-gratia basis, the Company has decided to provide the Employee with an extended
                                         notice period of 4 months instead of 75 days, as detailed in the Employment Agreement.
                                         The period commencing on June 1, 2019 until September 30, 2019 will be considered as
                                         the notice period (the “Notice Period”).



 






     


     


    




 


		2.3.	During
                                         the Notice Period, the Employee will not be required to fulfill his position and the
                                         Company waives the Employee’s work at any time during the Notice Period. The Employee
                                         will receive a payment in lieu of the Notice Period.



 


		2.4.	It
                                         was specifically agreed between the Parties that during the Notice Period the Employee
                                         shall not be entitled to any payments for his participation in any meeting of the Company’s
                                         Board of Directors or any of its committees.



 


		2.5.	The
                                         period commencing on September 10, 2013 and until the Termination Date shall be referred
                                         to as “Employment Term”.



 


		3.	Company’s
                                         Undertakings 



 


		3.1.	Together
                                         with the salary of May 2019, the Company shall conduct a final settlement with the Employee
                                         and shall pay to the Employee the following amounts, due to the according to law as a
                                         result of termination of his employment:



 


		3.1.1.	The
                                         last salary in respect of May 2019;



 


		3.1.2.	Redemption
                                         of accrued and unused vacation days (if any);



 


		3.1.3.	Redemption
                                         of accrued convalescence pay (if any);



 


		3.1.4.	Payment
                                         in lieu of the Notice Period, as detailed in Section 2 above;



 


		3.2.	In
                                         addition to the settlement payments above, the Company will provide the Employee with
                                         the following documents:



 


		3.2.1.	Pension
                                         Moneys: the Employee shall receive a release letter addressed to the provident fund
                                         releasing to him all the pension monies accrued during the Employment Term at the Managers’
                                         Insurance policy “Migdal” and “Migdal” pension fund.



 


		3.2.2.	Education
                                         Fund Moneys: the Employee shall receive a release letter addressed to the “Migdal”
                                         education fund releasing to him all the education fund monies accrued during the Employment
                                         Term.



 


		3.2.3.	Severance
                                         Pay Moneys accrued within the provident funds: the Employee shall receive a release
                                         letter addressed to the provident fund releasing to him all the severance pay monies
                                         accrued during the Employment Term at the Managers’ Insurance policy “Migdal”
                                         and “Migdal” pension fund. The Company shall issue 161 form for the Employee
                                         for the severance pay amounts.



 


		3.2.4.	Letter
                                         of confirmation of the Employment Term, as per law.



 


		3.3.	The
                                         Employee shall bear all tax liabilities that shall apply to any payments and/or benefits
                                         under this Agreement.



 


		3.4.	The
                                         vesting of the options granted to the Employee will cease on the Termination Date. On
                                         an ex-gratia basis, the Company has decided to provide the Employee with the right
                                         to exercise the vested portion of the options until 1 June 2020.



 


		3.5.	The
                                         Company declares, that as an officer of the Company, the Employee was included and covered
                                         by a global Directors’ and Officers’ liability insurance, covering claims against the
                                         Company’s Directors and Officers during the time he was an officer and following
                                         his termination.



 






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		3.6.	By
                                         signing this Agreement, and subject to the Employee fulfilling all his obligation under
                                         this Agreement, the Company hereby specifically waives any claim it may have, if any,
                                         against the Employee.



 


		3.7.	The
                                         Company undertakes not to harm the good name and/or the reputation of the Employee, including
                                         any statement, interview, off-record discussions with reporters or private discussions,
                                         all with no time limit and to refrain from any assistance to any legal proceeding against
                                         the Employee by any other third parties.



 


		3.8.	The
                                         Company’s parent company, Mysize Inc, shall guarantee towords the Employee the Company’s
                                         undertakings in this Section 3.






 


		4.	Employee’s
                                         Declarations and Undertakings



 


		4.1.	The
                                         Employee declares that he shall return to the Company all of the property and/or equipment,
                                         including any documents which belong to the Company, in his possession and/or which he
                                         created for the Company, no later than the Termination Date.



 


		4.2.	The
                                         Employee hereby reconfirms all his undertakings and declarations pursuant to Appendix
                                         B of the Employment Agreement, and declares that the provisions of such Appendix shall
                                         continue to apply following the Termination Date.



 


		4.3.	The
                                         Employee undertakes not to harm the good name and/or the reputation of the Company, including
                                         any statement, interview, off-record discussions with reporters or private discussions,
                                         all with no time limit and to refrain from any assistance to any legal proceeding against
                                         the Company by any other third parties.



 


		4.4.	Subject
                                         to the receipt of all of the amounts and/or benefits as set forth in this Agreement above,
                                         the Employee confirms that he has received from the Company all of the rights and the
                                         amounts which are due to him in connection with the entire Employment Term and/or the
                                         termination of his employment, including salary, overtime, vacation pay and/or vacation
                                         redemption pay, convalescence pay and/or convalescence redemption pay, sick pay, holiday
                                         pay, contributions to pension schemes, contributions to education fund, premiums and
                                         bonuses of all kinds, travel expenses and/or car allowance, notice period pay and severance
                                         pay, and any other payment arising from the Employment Term and/or from the termination
                                         of employment to which he was entitled by virtue of any law and/or statute and/or the
                                         Employment Agreement and/or practice.



 


		4.5.	By
                                         signing this Agreement, and subject to the receipt of all of the amounts and/or benefits
                                         as set forth in this Agreement above, the Employee hereby specifically waives any claim
                                         he may have, if any, with respect to ownership of any intellectual property that was
                                         created by him during the Employment Term and /or any special consideration for such
                                         property, if any.



 


		4.6.	Subject
                                         to the receipt of all of the amounts and/or benefits as set forth in this Agreement above,
                                         the Employee confirms that all of the amounts and/or benefits as set forth in this Agreement
                                         above, constitute the final, agreed and absolute arrangement which exhausts all of the
                                         claims, demands and lawsuits of the Employee against the Company, and that he has no
                                         claims and shall have no claims, demands or lawsuits of any kind or nature, contractual,
                                         tort or other, based on any grounds whatsoever, or in any manner whatsoever, against
                                         the Company, and the Employee undertakes to refrain from any legal proceeding against
                                         the Company with regard to claims and/or demands and/or lawsuits of any kind or nature,
                                         and which arise from any law or statute whatsoever, in Israel or any other jurisdiction.



 


		4.7.	This
                                         Agreement shall also constitute a settlement and release agreement as construed in section
                                         29 of the Severance Pay Law, 1963.



 






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		4.8.	Without
                                         derogating from any remedy available to Company under applicable law, in any event of
                                         a breach of the Employee’s undertakings pursuant to this section above, the Employee
                                         undertakes: (1) to return to the Company any ex-gratia payments paid to him by
                                         the Company under this Agreement, plus linkage differentials and interest as required
                                         by law; (2) to indemnify the Company in respect of any expense which shall be caused
                                         to the Company following the said breach, including attorneys’ fees.



 


		4.9.	With
                                         respect to the Employee’s declarations and undertakings, the term “Company”
                                         in this Agreement also means any entity related to the Company by way of a relationship
                                         of a parent company, sister company, grandparent company, and so on and so forth, and
                                         its employees and/or its authorized representatives and/or acting on its behalf, including
                                         all the officers of such entities, all jointly and/or severally.



 


		4.10.	In
                                         regards to the Non-Competition undertakings of the Employee as detailed in the Employment
                                         Agreement, if the Company will become aware of any breach or a potential breach by the
                                         Employee of his Non-Compete undertakings, it will notify the Employee of such breach
                                         or potential breach, and demand the Employee to immediately cease any such action or
                                         actions. Nothing in this section is to derogate form the Employee’s undertakings or obligations
                                         in the Employment Agreement or to derogate from any legal right of the Company, including
                                         its rights under the Employment Agreement.






 


		5.	Miscellaneous
                                         



 


		5.1.	This
                                         Agreement constitutes the entire agreement between the parties in connection with the
                                         terms of the Employee’s termination of employment with the Company and all prior
                                         negotiations, agreements and understandings, written or oral, between the Parties with
                                         respect to Employee’s termination prior to this Agreement shall be of no force
                                         or effect.



 


		5.2.	Nothing
                                         in this Agreement shall derogate from any of the Employee’s obligations according
                                         to the Employment Agreement and the applicable law.



 


		5.3.	No
                                         amendment and/or modification of this Agreement shall have any effect unless such amendment
                                         or modification shall be done in a written document, signed by both Parties.






 






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In
witness whereof, the Parties have executed this Agreement:





 


	__________________________	 	____________________
	Company	 	Employee
	 	 	 
	____________________	 	____________________
	Date	 	Date











 


Mysize
Inc. with respect to its obligations in section 3 above only, has caused this Agreement to be executed by its officer’s thereunto
duly authorized


 


My
Size Inc.


 





	By:	 	 
	Date:	 	 







 


Attorney
Confirmation


 


I,
the undersigned, ______________ Attorney at Law, License No. __________, hereby confirm that Eliyahu Wales, ID No. 040914368,
has signed this Agreement after I had explained to him the content, the meaning and the legal implications hereof, and after he
had told me that the meanings as stated above are clear to him.


 


 


	Date:
    _______________	 	__________________________
	 	 	Attorney’s
    Signature and Stamp


 


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