Unassociated Document


    Exhibit
10.9

     

    EMPLOYMENT
AGREEMENT

     

    THIS
AGREEMENT, is made on June 28, 2007, by and between, Q.B.I. Enterprises Ltd.
(the “Company”) and Dr. Elena Feinstein, (the “Executive”);

     

    WITNESSETH
THAT:

     

    WHEREAS,
the Executive is currently an employee of the Company pursuant to an employment
agreement between the Executive and the Company dated December 15, 1997, as
amended form time to time, (the “Prior Agreement”);

     

    WHEREAS,
the Company and the Executive desire to amend and document the terms of
employment of the Executive effective as of May 1, 2007(the “Effective
Date”);

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
below and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Executive and the Company hereby agree as
follows:

     

    1.           Performance of
Services. The Executive’s employment with the Company shall be subject to
the following:

     

    (a)           Subject
to the terms of this Agreement, the Company hereby agrees to employ the
Executive in the position of Chief Scientific Officer of the Company. The
Executive shall also be employed by the Company’s parent company Quark
Pharmaceuticals, Inc. (“Quark”) under a separate agreement.

     

    (b)           While
the Executive is employed by the Company, the Executive shall devote her full
time and best efforts, energies and talents to serving the Company and Quark, in
accordance with this agreement and the agreement with Quark. Services rendered
by the Executive to Quark shall not be considered contrary to or in breach of
this Agreement and shall be subject to a separate agreement between Quark and
Executive (the “Quark Agreement”). Apart from rendering services to Quark, as
indicated above, Executive shall not be engaged in any other employment nor
engage in any other business activities for any other person, firm or company
without the prior written consent of the Company and provided that Executive
utilizes her vacation days (subject to clause 2 (g)- Vacation) for such
engagement and such engagement will not be on account of the time that Executive
has undertaken under this Agreement as Company Executive Company hereby grants
Executive consent to engage in a Consultant Agreement with Cleveland BioLabs,
Inc. (“Cleveland BioLabs”) dated May 1, 2007 for the projects listed in Exhibit
A to the Consultancy Agreement (the “Exhibit A to Consultant Agreement”). The
Exhibit A to Consultant Agreement is attached hereto as Exhibit A. Such consent
is subject to the following: Company shall have full control over Exhibit A and
at its sole discretion shall have the right to instruct Consultant to terminate
providing her services to Cleveland BioLabs on the activities and projects that
are listed in Exhibit A if they become directly competing with the business of
Company. Any Modifications to Exhibit A shall require the prior written consent
of Company and Executive is responsible to give immediate notice to Company of
the intention to implement such Modification in order to provide Company the
opportunity to decide if such services compete directly with the business of
Company. Modifications to Exhibit A shall include without limitation: adding new
services to the list, changing the existing services or the Company decides that
such services (existing or new) compete directly with the business of the
Company (the “Modifications”).


    
      
         


      

      
        1.

        
          

        

      

      
         


      

    

     

    (c)           The
Executive shall report to the Chief Executive Officer of the Company and of
Quark (the “CEO”) and shall perform the duties, undertake the responsibilities
and exercise the authority customary for an employee in the Executive’s position
and shall perform such additional duties as may be assigned to him by the
CEO.

     

    (d)           The
Executive agrees that she shall perform her duties faithfully and efficiently
subject to the direction of the CEO. The Executive’s duties shall include
providing services for both the Company and its Affiliates (as defined below) as
determined by the Company. For purposes of this Agreement, the term “Affiliate”
shall mean Quark and any corporation, partnership, joint venture or other entity
in which at least a fifty percent interest in such entity is owned, directly or
indirectly, by Quark or the Company.

     

    (e)           The
Executive’s place of employment shall be in Israel, provided that the Company
may require the Executive to travel outside Israel in order to fulfill her
duties with the Company and Quark.

     

    (f)           The
Executive’s position is a “senior managerial position”, as defined in the
Israeli Work and Rest Hours Law, 1951, and requires a high level of trust.
Accordingly, the provisions of said law shall not apply to the Executive and the
Executive agrees that she may be required to work beyond the regular working
hours of the Company, for no additional compensation other than as specified in
this Agreement.

     

    (g)           The
employment of the Executive under this Agreement shall commence on the Effective
Date and shall continue until terminated in accordance with the provisions of
Section 3 below (the “Employment Period”).

     

    2.           Compensation and
Benefits. Subject to the terms of this Agreement, during the Employment
Period, the Company shall compensate the Executive for her services as
follows:

     

    (a)           Base Salary. The
Executive shall receive base salary at an annual rate of $100,000 U.S. Dollars
payable in equal installments on the regular employment payroll dates of the
Company, calculated in accordance with the representative rate of exchange of
the NIS against the Dollar published by the Bank of Israel as in effect on the
last day of the month in respect of which the salary is paid, inclusive of
travel expenses to which the Executive is entitled in accordance with applicable
laws. Said salary and travel expenses shall be paid in arrears by the 9th day of
each month in respect to a preceding month in which the Executive was in
employment (the “Salary”), The Salary will be adjusted from time to time in
accordance with the cost of living increments (Tossefet Yoker) which apply
to all Employees in Israel.

     

    (b)           Stock Awards. If an
award in the form of a stock options (“Stock Options”) is granted to the
Executive, it will be made in accordance with the terms and principles detailed
in Quark’s Stock Option Plan for Israeli Employees. The Stock Options will be
granted under Quark’s standard stock option agreement for Company employees to
be entered into between the Executive and Quark.


    
      
         


      

      
        2.

        
          

        

      

      
         


      

    

     

    (c)           Managers’ Insurance and
Pension Fund. During the Employment Period, the Company shall take out a
Managers’ Insurance (Bituach
Menahalim) and Pension Fund (Keren Pensya) policy and
shall contribute thereto, on a monthly basis, 18.33% of the Executive’s monthly
Salary, 8.33% of which shall be in respect of severance compensation (the
“Severance Component”), 5% of which shall be in respect of pension, and 5% of
which shall be deducted by the Company from the monthly payment of the
Executive’s Salary as the Executive’s contribution to said Managers’ Insurance
and Pension Fund. The parties acknowledge and agree that in accordance with
Section 14 to the Severance Pay Law 5723-1963, the allocation to Managers’
Insurance and Pension Fund under this Section 2(c) shall be in lieu of severance
pay according to the Severance Pay Law that Executive may be entitled
to.

     

    (d)           Disability. During
the Employment Period, the Company shall take out Disability Insurance (Ovdan Kosher Avoda) as in
effect immediately prior to the Effective Date and contribute thereto, on a
monthly basis, 2.5% of the Executive’s monthly Salary.

     

    (e)           Education Fund.
During the Employment Period, the Company shall contribute to an Education Fund
(Keren Hishtalmut), on
a monthly basis, 7.5% of the Executive’s monthly Salary, subject to the
Executive’s contribution of an additional 2.5% of her monthly Salary. All tax
obligations related to the Education Fund shall be borne by the
Executive.

     

    (f)           Recreation Funds.
During the Employment Period, the Company shall provide and pay the Executive
Recreation Funds (Dmei
Havra’ah) at the rate required by applicable law and
regulations.

     

    (g)           Vacation. During each
calendar year during the Employment Period, the Executive shall be entitled to
14 working days of vacation (or a pro rata number of days for any partial year
that occurs during the Employment Period) determined in accordance with
applicable employment laws of Israel and Company policies on dates to be
coordinated with the Company in advance. The Executive shall not be entitled to
receive from the Company any Sabbatical Year Leave. The Executive has
accumulated up until November 2003: 81.76 vacation days. These days will not be
brought into account when calculating the 28 days per year that the Executive is
entitled to accumulate according to Company policy.

     

    (h)           Sick Leave. The
Executive shall be entitled to sick leave pursuant to the Sick Pay Law -
1976.

     

    (i)           Use of Company Car.
During her employment with the Company hereunder, the Executive shall have the
use of a Company car free of charge. Any income tax which may be assessed on
such use of the car shall be for the account of the Company. The Executive will
be responsible for the payment of fines (if any) imposed with respect to the use
of the car by her.


    
      
         


      

      
        3.

        
          

        

      

      
         


      

    


    (j)      
     Expenses. The Company
will pay or reimburse Executive for reasonable travel or other expenses incurred
by Executive in the furtherance of or in connection with the performance of
Executive’s duties hereunder in accordance with the Company’s established
policies (including reimbursement for telephone expenses). Executive shall
furnish the Company with evidence of the incurrence of such expenses within a
reasonable period of time from the date that they were incurred.

     

    (k)           Taxes. All sums
mentioned in this Agreement are pre-tax. The Executive shall bear and pay any
and all taxes imposed on her Salary, the Stock Options and any all benefits
hereunder.

     

    3.           Termination. The
Executive’s employment with the Company during the Employment Period may be
terminated under the following circumstances:

     

    (a)           Death. The
Executive’s employment hereunder shall terminate upon her death.

     

    (b)           Disability. If the
Executive becomes Disabled, the Company may terminate her employment with the
Company. For purposes of this Agreement, the Executive shall be deemed to be
“Disabled” if she has a physical or mental disability which renders her
incapable of performing substantially all of her duties hereunder for a period
of 90 days (which need not be consecutive) in any 12-month period. In the event
of a dispute as to whether the Executive is Disabled, the Company may, at its
expense, refer her to a licensed practicing physician of the Company’s choice
and the Executive agrees to submit to such tests and examination as such
physician shall deem appropriate. The determination of such physician shall be
final and binding on the Company and Executive.

     

    (c)           Cause. The Company
may terminate the Executive’s employment hereunder immediately and at any time
for Cause by written notice to the Executive detailing the basis for the Cause
termination. For purposes of this Agreement, “Cause” means (i) gross negligence
or willful failure by the Executive to perform her duties as an employee of the
Company (other than any such failure resulting from incapacity due to physical
or mental illness), (ii) willful misconduct by the Executive which is materially
injurious to the Company or its Affiliates, monetarily or otherwise, (iii) the
engaging by the Executive in egregious misconduct involving moral turpitude to
the extent that her creditability and reputation no longer conforms to the
standard of senior executives of the Company and its Affiliates, (iv) the
commission by the Executive of an act of dishonesty or breach of trust; or (v) a
material breach of this Agreement.

     

    (d)           Termination by
Executive. The Executive may terminate her employment hereunder at any
time for any reason by giving the Company prior written notice not less than 120
days prior to such termination.

     

    (e)           Mutual Agreement.
This Agreement may be terminated at any time by mutual written agreement of the
parties.


    (f)           Termination by the Company
without Cause. The Company may terminate the Executive’s employment
hereunder at any time for any reason by giving the Executive prior written
notice not less than 120 days prior to such termination. During the Notice
Period, the Executive will continue to be employed by the Company pursuant to
the terms of this agreement and to receive the Salary and other benefits
hereunder. Notwithstanding the above, the Company may, at any time during any
Notice Period, waive at its sole discretion, the Executives obligation to
continue in the employment of the Company and to forthwith terminate her
employment hereunder, by paying the Executive an amount equal to the Executive’s
Salary multiplied by the number of months remaining until the end of the
applicable Notice Period.

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    (g)           Termination
of the Quark Agreement for any reason shall automatically give the Company the
right to terminate this Agreement simultaneously with the termination of the
Quark Agreement or at any time thereafter upon written notice by the Company to
Executive. In the event that Company decides to employ the Executive only in the
Company and not in Quark, Company may terminate the Quark Employment Agreement
whilst still continuing this Agreement. In the event that this Agreement is
continued it shall continue as a part time basis employment agreement and
Company shall negotiate any modifications to such Agreement if it desires to
employ the Executive on a full time basis.

     

    (h)           Date of Termination.
“Date of Termination” means the last day that the Executive is employed by the
Company under the terms of this Agreement under circumstances in which her
employment is terminated in accordance with one of the foregoing provisions of
this paragraph 3.

     

    4.           Rights Upon
Termination.

     

    (a)           In
the event of Termination for any reason, the Company shall:

     

    (i)           Pay
the Executive’s Salary for the period ending on the Date of
Termination.

     

    (ii)          Transfer
to the Executive, within 30 days following Date of Termination, any and all
allocations accrued under her Managers’ Insurance and Pension Fund and
Educational Fund.

     

    (b)           Notwithstanding
any provision of this Section 4 to the contrary, the Company shall have no
obligation to transfer or release the Severance Component of the Managers’
Insurance and Pension Fund in circumstances where Israeli laws denies the
Executive’s right to severance payment by pursuant to Sections 17 to the Israeli
Severance Payment Law 5723 - 1963.

     

    (c)           The
Company and Executive agree and acknowledge that in the event the Company
transfers ownership of the Manager’s Insurance and Pension Fund to the
Executive, that such transfer shall constitute the payment of any severance pay
the Company is required to pay to the Executive pursuant to the Severance Pay
Law (5727-1963).

     

    5.           Confidentiality and
Non-competition. In consideration for the payments and benefits
contemplated by Section 2, the Executive acknowledges and agrees that
simultaneous with the execution of this Agreement, she will be required to
execute and comply with the Non- competition and Proprietary Information
Agreement in the form attached to this Agreement as Exhibit B.


    
      
         


      

      
        5.

        
          

        

      

      
         


      

    

     

    6.           Representations and
Warranties.

     

    (a)           The
Executive represents and warrants that: (i) the execution and delivery of this
Agreement and the fulfillment of the terms hereof will not constitute a default
under or breach of any agreement or other instrument to which she is a party or
by which she is bound, including without limitation, any confidentiality or non
competition agreement, and do not require the consent of any person or entity,
(ii) she shall not utilize, during her employment with the Company any
proprietary information of any of her previous employers.

     

    (b)           The
Executive shall inform the Company, immediately upon becoming aware of every
matter in which she or a member of her immediate family or affiliate has a
personal interest or which might create a conflict of interests with her duties
to the Company.

     

    7.           Successors. This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business.

     

    8.           Notices. Notices and
all other communications provided for in this Agreement shall be in writing and
shall be delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid, or sent by facsimile or prepaid overnight
courier to the parties at the addresses set forth below (or such other addresses
as shall be specified by the parties by like notice):

     

    To the
Company:

     

    Q.B.I.
Enterprises Ltd.

    PO Box
741

    Nes Ziona
74106

    Israel

    Attn: Dr.
Daniel Zurr

     

    To the
Executive:

     

    Dr. Elena
Feinstein, at the most recent address shown in the records of the
Company.

     

    Notices
hereunder shall be deemed to be effective (a) upon receipt if delivered
personally, (b) on the tenth (10th) day following the date of mailing if sent by
registered or certified air mail; (c) on the second (2nd) day following the date
of transmission or delivery to the overnight courier if sent by overnight
courier; and (d) on the next day after the date sent by facsimile (with receipt
confirmation). A party may change its address listed above by sending notice to
the other party in accordance with this Section 8.

     

    9.           Severability. The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
and this Agreement will be construed as if such invalid or unenforceable
provision were omitted (but only to the extent that such provision cannot be
appropriately reformed or modified).


    
      
         


      

      
        6.

        
          

        

      

      
         


      

    

     

    10.         Waiver of Breach. No
waiver of any party hereto of a breach of any provision of this Agreement by any
other party will operate or be construed as a waiver of any subsequent breach by
such other party. The failure of any party hereto to take any action by reason
of such breach will not deprive such party of the right to take action at any
time while such breach continues.

     

    11.         Amendment. This
Agreement may not be amended, modified or canceled other than by a written
instrument executed by both Parties, or by their duly authorized
representatives.

     

    12.         Survival of
Agreement. Except as otherwise expressly provided in this Agreement, the
rights and obligations of the parties to this Agreement shall survive the
termination of the Executive’s employment with the Company.

     

    13.         Entire Agreement.
This Agreement constitutes the entire agreement between the parties concerning
the subject matter hereof and supersedes all prior and contemporaneous
agreements including the Prior Agreement, if any, between the Executive and the
Company or its Affiliates relating to the subject matter hereof (except for the
Quark Agreement).

     

    14.         Governing Law. This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Israel without regard to principals of conflict of
laws. Any proceeding related to or arising out of this Agreement shall be
commenced, prosecuted or continued in Israel.

     

    15.         Acknowledgement by
Executive. The Executive represents to the Company that she is
knowledgeable and sophisticated as to business matters, including the subject
matter of this Agreement, that she has read this Agreement and that she
understands its terms. The Executive acknowledges that, prior to assenting to
the terms of this Agreement; she has been given a reasonable time to review it,
to consult with counsel of her choice, and to negotiate at arm’s- length with
the Company as to the contents. The Executive and the Company agree that the
language used in this Agreement is the language chosen by the parties to express
their mutual intent, and that no rule of strict construction is to be applied
against any party hereto.

     

    IN
WITNESS WHEREOF, the Executive has hereunto set her hand and the Company has
caused these presents to be executed in its name and on its behalf, as of the
date above first written.

     

    
      
        	
                EXECUTIVE

              	 	
                Q.B.I.
      ENTERPRISES LTD.

              
	 
      	 	 
      
	
                /s/ Elena Feinstein

              	 	
                By 

              	
                 /s/ D. Zurr

              
	
                Dr.
      Elena Feinstein

              	 	 
      


      

    

     

    
      
         


      

      
        7.

        
          

        

      

      
         


      

    

     

    
      Amendment
No. 1

       

      To
the

       

      Employment
Agreement

       

      This
Amendment No. 001 (the “Amendment”) to the Employment Agreement dated June 28,
2007 (the “Agreement”), is entered into as of November 26, 2007, between Dr. Elena Feinstein,
(“Executive”), and QBI
Enterprises, Ltd. at Weizmann Science Park, P.O. box 4071, Nes Ziona
70400, ISRAEL (hereinafter individually and collectively “QBI” or the
“Company”).  Collectively, QBI and Executive are referred to as
“Parties”.

       

      WHEREAS,
the Parties entered into the Agreement on June 28, 2007; and

       

      WHEREAS,
the Parties and Quark Pharmaceuticals Inc. (“Quark”) signed on a letter of
termination of the Employment Agreement dated June 28, 2007 between Quark and
Executive (the “Quark Agreement”) (the “Termination Letter”); and

       

      WHEREAS,
The Parties wish to amend the terms of the Agreement pursuant to the Termination
Letter.

       

      NOW,
THEREFORE, the parties agree as follows:

       

      Section
2 (a)- Base Salary- shall be deleted and replaced with the
following:

       

      (a)           The
Executive shall receive base salary at an annual rate of $200,000 U.S. Dollars
payable in equal installments on the regular employment payroll dates of the
Company, calculated in accordance with the representative rate of exchange of
the NIS against the Dollar published by the Bank of Israel as in effect on the
last day of the month in respect of which the salary is paid, inclusive of
travel expenses to which the Executive is entitled in accordance with applicable
laws.  Said salary and travel expenses shall be paid in arrears by the
9th day of each month in respect to a preceding month in which the Executive was
in employment (the “Salary”).  The Salary will be adjusted from time
to time in accordance with the cost of living increments (Tossefet Yoker) which
apply to all Employees in Israel.

       

      Section
2 (g)- Vacation- shall be deleted and replaced with the following:

       

      (g)           Vacation.  Each
calendar year during the Employment Period, the Executive shall be entitled to
22 working days of vacation (or a pro rata number of days for any partial year
that occurs during the Employment Period) determined in accordance with
applicable employment laws of Israel and Company policies on dates to be
coordinated with the Company in advance.  According to the company
policy, executive shall he able to accumulate up to 44 vacation days per
year.  The Executive has accumulated up until November 29, 2007 37.06
days ).  In addition, the Executive has accumulated up until November
2003:  81.76 vacation days (“additional vacation
days”).  Upon mutual agreement between the Executive and the company,
the “additional vacation days” will be reduced to 40.85 vacation
days.  The “additional vacation days” can be also used by Executive on
dates to be coordinated with the Company in advance and will not be brought into
account when calculating the 44 days per year that the Executive is entitled to
accumulate according to Company policy.  The Executive shall not be
entitled to receive from the Company any Sabbatical Year Leave.

       

      
        
           

        

        
          1.

          
            

          

        

        
           

        

         

      

      Section
2 (k)- U.S. Health Insurance- shall be added to the contract:

       

      Section
2 (k)- U.S. Health
Insurance.  The Company shall reimburse the Executive for the
Executive’s U.S. Health insurance Plan up to the yearly amount of $10,000 U.S.
Dollars.  Any amount exceeding $10,000 U.S. Dollars shall he paid by
the Executive.

       

      Except as
set forth in this Amendment the Agreement shall remain unchanged and in full
force and effect pursuant to its terms and is hereby ratified and confirmed by
the parties hereto.

       

      In the
Event that a conflict arises between the language of the Amendment and the
Agreement, the language of this Amendment shall take precedence over the
language of the Agreement.

       

      IN
WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be
executed by their duly-authorized representatives as of the Effective Date set
forth above.

       

      
        
          	      
                  QBI
      Enterprises, Ltd.

                	 	      
                  Dr.
      Elena Feinstein

                	 
	 	 	 	 	 
	Signature: 	
                  /s/
      D. Zurr

                	 	Signature: 	
                  /s/
      Elena Feinstein

                	 
	 	 	 	 
	      
                  Danny
      Zurr CEO

                	 	      
                  29
      Nov. 2007

                	 
	 	
                   

                	 	 	
                   

                	 


        

      

       

      
        
           

        

        
          2.

          
            

          

        

        
           

        

      


      

       

      October __________,
2007

       

      Dear Dr.
Elena Feinstein:

       

      Reference
is hereby made to that certain Employment Agreement, dated June 28, 2007 between
Quark Pharmaceuticals Inc. (the “Company”) and Dr. Elena Feinstein (the “ Quark
Agreement’’) and the Employment Agreement between Q.B.I Enterprises Ltd.
(“Q.B.I”) and Dr. Elena Feinstein, dated June 28, 2007 (the “Q.B.I
Agreement”).

       

      Notice is
hereby given pursuant to Section 3 (g) to the Q.B.I Agreement, that the Quark
Agreement is terminated and the Q.B.I Agreement shall continue in full force and
effect.  Amendment No. 1 to the Q.B.I Agreement dated November 29, 2007 between
Q.B.I and Dr. Elena Feinstein modifies the terms and conditions of Dr. Elena
Feinstein employment, as Q.B.I desires to employ the Executive on a full time
basis.

       

      The Non-
Compete and Proprietary Information Agreement dated May 1, 2007 between Company,
Q.B.I and Dr. Elena Feinstein shall remain in full force and effect pursuant to
its terms.

       

       

      Quark
Pharmaceuticals Inc.

       

      By: /s/ D.
Zurr                                   


       

      Name:

       

       

      Q.B.I
Enterprises Ltd

       

      By: /s/ D.
Zurr                                   

       

      Name:

       

       

      Accepted
and agreed to:

       

      /s/ Elena
Feinstein                           


       

      By:  Dr.
Elena Feinstein

       

       

      Quark
Pharmaceuticals, Inc., U.S.A., 6501 Dumbarton Circle, Fremont, CA 94555, Tel:
510-402-4020, Fax: 510-402-4021

      email: quark@quarkpharma.com

      QBI
Enterprises Ltd., Israel, Weizmann Science Park, P.O. Box 4071, Nes Ziona 70400
Israel, Tel: 972.(0)8.930.5111, Fax: 972(0)8.940.6476

      email: qbi@quarkpharma.com

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    

      Document
translated from Hebrew

       

      Appendix
A

       

      (Section
14 of the Severance Pay Law, 5723-1963)

       

      
        	
                Between:

              	
                Q. B.I. Enterprises Ltd.
      (hereinafter: the “Employer”)

              


      

       

      
        	
                And:

              	
                Dr. Lena Feinstein
      (hereinafter: the
      “Employee”)

              


      

       

      
        	
                Whereas

              	
                The
      Employer and the Employee have agreed to adopt the conditions of the
      General Approval regarding Employer Payments into Pension Funds and
      Insurance Funds in lieu of Severance Pay, published in Yalkut Pirsumim 4659 of
      June 30, 1998 (and amended in Yalkut Pirsumim 4803 of
      August 23, 1999 and in Yalkut Pirsumim 4970 of
      March 12, 2001), the full wording of which is attached to this Agreement
      and constitutes an integral part hereof (hereinafter: the “General Approval”);
  and

              


      

       

      
        	
                Whereas

              	
                Pursuant
      to the conditions of the General Approval, the Employer's payments into a
      pension fund and/or insurance fund in the amounts and on the conditions
      set out in the General Approval shall be in lieu of the severance pay
      owing to the Employee for the salary from out of which the aforesaid
      payments are made, and for the period so paid, all as set out in the
      conditions of the General Approval.

              


      

       

      
        Therefore,
the Parties declare, stipulate and agree as follows:

      

       

      
        	
                1.

              	
                Preamble;
      Interpretation

              


      

       

      
        	
                 
      

              	
                1.1

              	
                The
      preamble to this Agreement and the General Approval constitute an integral
      part of this Agreement.

              


      

       

      
        	
                 
      

              	
                1.2

              	
                All
      of the terms in this Agreement shall be interpreted as defined in the
      General Approval, unless otherwise defined in the
    Agreement.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.

              	
                Employer's
      Undertaking

              


      

       

      
        	
                 
      

              	
                2.1

              	
                The
      Employer shall transfer payments for the Employee into pension funds
      and/or insurance funds and/or provident funds for severance pay, as set
      out below [where necessary, delete whichever is
    inapplicable]:

              


      

       

      
        
          	
                	
                  2.1.1

                	
                  Insurance
      fund of Migdal
      Insurance
      Company Ltd.

                


        

      

       

      
        
          	
                	
                  2.1.2

                	
                  Pension
      fund Makefet
      and
      supplement for provident fund for severance pay Dash
      Provident 

                


        

      

       

      
        	
                 
      

              	
                2.2

              	
                In
      the event of amendment of the Employee's salary and/or marital status, the
      Employer's provisions for such payments shall be adjusted without
      requiring the execution of a separate
agreement.

              


      

       

      
        	
                 
      

              	
                2.3

              	
                The
      Employer hereby waives, in advance, any right that it may have to refund
      of any monies from its payments unless the Employee withdraws monies from
      the pension fund or insurance fund other than due to an entitling event as
      defined in the General Approval, or if his employment with the Employer is
      terminated under circumstances in which a competent judicial instance has
      denied his entitlement to severance pay under the provisions of the
      Severance Pay Law, 5723-1963.

              


      

       

      
        	
                3.

              	
                Employee’s
      Declarations

              


      

       

      
        	
                 
      

              	
                The
      Employee hereby declares and confirms that it is aware and agrees that
      subject to the performance of the Employer's obligations under the
      Agreement and the conditions of the General Approval, the Employer's
      payments as set out in section 2 above shall be in lieu of the severance
      pay owed to the Employee for the salary from which the aforesaid payments
      were made, and for the period in which they were
  made.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                4.

              	
                General
      Approval

              


      

       

      The
following is the wording of the General Approval as published in Yalkut Pirsumim 4659 of June
30, 1978 (following amendment in Yalkut Pirsumim 4803 of
August 23, 1999 and in Yalkut
Pirsumim 4970 of March 12, 2001).

       

      By virtue
of my authority pursuant to section 14 of the Severance Pay Law, 5723-1963,
(hereinafter: the “Law”), I certify that payments
made by the Employer as of the date of publication of this Certificate, for the
Employee, into a comprehensive pension in an annuity fund which is not an
insurance fund as defined in the Income Tax (Rules for Approval of and
Management of Pension Funds) Regulations, 5724-1964 (hereinafter: a “Pension Fund”), or into an
executive insurance policy which includes the ability to pay an annuity or a
combination of payments into an annuity plan and a plan which is not an annuity
plan, into such insurance fund (hereinafter: an “Insurance Fund”), including
payments made by combining payments into a Pension Fund and an Insurance Fund,
whether the Insurance Fund contains an annuity plan or not (hereinafter: “Employer Payments”) shall
stand in lieu of the severance pay owing on the Salary out of which the
aforesaid payments are made, and for the period paid (hereinafter: the “Severance Salary”), provided
that all of the above exist:

       

      
        	
                (1) 

              	
                Employer's Payments
    –

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Into
      a Pension Fund shall be no less than 14.33% of the Severance Salary or 12%
      of the Severance Salary if the Employer also makes payments for the
      Employee, in addition to the above, for supplementation of severance
      pay into a severance pay pension fund or an Insurance Fund in the
      Employee’s name in the rate of 2.33% of the Severance
      Salary.  Where the Employer has not paid the aforesaid 2.33% in
      addition to the 12%, the Employer’s payments shall stand in lieu of 72% of
      the Employee’s severance pay only.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Into
      an Insurance Fund are no less than one of the
  following:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                13.33%
      of the Severance Salary, if the Employer pays for the Employee, in
      addition to the above, for monthly salary assurance in the event of loss
      of capacity to work, under a plan approved by the Commissioner for Capital
      Markets, Insurance and Savings at the Ministry of Finance, in the rate
      required to assure 75% of the Severance Salary at least, or in the rate of
      2.33% of the Severance Salary, whichever is the lesser (hereinafter:
      “Payment for Insurance of
      Loss of Capacity to Work”);

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (2)

              	
                11%
      of the Severance Salary if the Employer also makes Payment for
      Insurance of Loss of Capacity to Work, in which case the Employer’s
      payments shall stand in lieu of 72% of the Employee’s severance pay only.
      Where the Employer, in addition to the above, makes payments in
      supplementation of severance pay into a severance pay pension fund or an
      insurance fund in the Employee’s name, in the rate of 2.33% of the
      Severance Salary, the Employer’s payments shall stand in lieu of 100% of
      the Employee’s severance pay.

              


      

       

      
        	
                (2)

              	
                No
      more than three months after the commencement of the Employer’s payments,
      a written agreement is entered into between the Employer and the Employee
      containing –

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Employee's consent to an arrangement under this Approval in a form setting
      out the Employer's payments to the Pension Fund or Insurance Fund, as the
      case may be, such agreement to also contain the wording of this
      Approval;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      employer's waiver, in advance, of any right that it might have to refund
      of monies from its payments, unless the employee's right to severance pay
      is denied in a judgment under section 16 or 17 of the Law and in the event
      that it is so denied or that the Employee has withdrawn monies from the
      pension fund or insurance fund other than with respect to an entitling
      event: For this purpose, “entitling event” – death, disability or
      retirement at age sixty or above.

              


      

       

      
        	
                (3)

              	
                This
      Approval shall not derogate from an employee’s right to severance pay
      under the Law, under a collective agreement, extension order or employment
      contract, in respect of salary above the exempt
  salary.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                5.

              	
                Term of
      Agreement

              


      

       

      The
Agreement shall apply to the Employer's payments commencing on 6/28/2007 and
shall remain in force for so long as the Employer is making payments in
accordance with section (1) of the conditions of the General
Approval.

       

      In
witness whereof, we have hereunto set our hands
this         22nd day of November,
2007

       

      
        	
                Employer

              	
                Employee