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EXHIBIT 10.1
July 1, 2008
EMPLOYMENT
AGREEMENT
This Employment Agreement (the "Agreement") made and entered into on
this day of
July 1st, 2008 (the "Effective Date")
Between InkSure Technologies Inc, a Delaware corporation (the
"Company"), with
offices at 1770 N.W. 64th Street, Suite 350, Fort Lauderdale, FL 33309
(hereinafter the "Company");
On the first part
And: Mr. Yaron Meerfeld, ID No. 05614338-1, a citizen of Israel, with an
address
at 3 Yehezkel St. Ramat Gan, Israel (hereinafter the "Employee", and
together
with the Company: the "Parties")
On the second part
WHEREAS The Employee has been
employed by the Company (and its
subsidiaries) pursuant to
employment agreements entered into between
the Employee and the Company
(and its subsidiaries) (Collectively:
the "Previous
Agreements"), and is currently employed as the
Company's Chief Operation Officer
("COO"); and
WHEREAS The Employee and the Company
wish to amend the terms of their
engagement with effect as of
the Effective Date and onwards; and
WHEREAS The Company is engaged in the
development, production and marketing
of (i) spectral analysis based machine
readable anti-counterfeiting
products and (i) synthetic
aperture radar based chipless RFID
technologies; and
WHEREAS The Company has offered that
the Employee shall serve, on a interim
basis, also as the Company's
Interim Chief Executive Officer
("CEO"), in
addition to its position as COO, and the Employee agrees
to be employed as such, all
in accordance with the terms and
conditions of this Agreement;
Now, therefore, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed by the parties as follows:
1. PREAMBLE
The Preamble to this agreement
forms an integral part thereof.
2. POSITION
2.1. The Company shall continue to employ the
Employee, and the Employee
hereby agrees to continue to
serve, as the COO of the Company, and,
in addition, the Employee
shall serve as the Company's Interim CEO
until otherwise decided by
the Company's board of directors, all
effective as of the Effective
Date.
<PAGE>
2.2. The Employee shall devote his full business
time and efforts to the
affairs of the Company, and
shall have all the responsibilities and
powers that usually apply to
the positions held by the Employee,
i.e.: as COO and, for the
relevant period - also as CEO (in which
period he shall also be
considered a principal executive officer for
purposes of SEC filings).
2.3. While serving as Interim CEO, the Employee
shall report to the board
of directors, and upon the
termination of his office as Interim CEO
the Employee shall report to
the CEO of the Company.
2.4. The scope of the Employee's position in the
Company shall include
from time to time, at the
Company's sole discretion, rendering the
same services stipulated
herein, in whole or in part, also to any of
the Company's subsidiaries. For the
avoidance of any doubt, the
parties hereby stipulate that
rendering such services as aforesaid
shall constitute an integral
part of the Employee's position in the
Company and shall not entitle
the Employee with any right to
additional compensation,
remuneration or fee whatsoever. It is
further agreed, that should
the Employee claim for or demand from
the Company or any of its
subsidiaries any compensation,
remuneration or fee for
services rendered by him to any of such
subsidiaries, the Company
shall set-off and reduce the Employee's
remuneration under this
Agreement with the same amount claimed by
the Employee from the
subsidiaries.
3. SALARY
3.1. The Company shall pay the Employee a monthly
salary of 45,000 IL
gross (hereinafter the
"Base Salary"), payable each month not later
than the second day of the
month.
The Base Salary will be paid in NIS
(New Israeli Shekel).
3.2. The Employee shall be entitled to
reimbursement for all expenses
incurred by him in the
performance of his duties hereunder, pursuant
to the Company's prevailing
policy for such reimbursements, and in
the absence of such
established policy - as approved by the
Company's board of directors
(or its designees), provided that in
any case the Employee shall
provide the Company with all appropriate
receipts.
3.3. The Employee and the Company both acknowledge
and agree, that upon
the mutual written agreement
of the Company and the Employee, the
Employee's salary may be paid
by either of the subsidiaries on
behalf of the Company, but
always subject to Section 2.4. The
Company further acknowledges
that this section 3.3 does not affect
the Company's obligation to
pay the Employee's Base Salary or
benefits pursuant to this Agreement.
4. BENEFITS
4.1. The Company shall pay every month, an amount
of 15.83% of the Base
Salary to an insurance policy
(hereinafter "Bituach Menahalim") in
the name of the Employee.
The Employee shall pay to
such insurance policy, every month, an
amount equal to 5% of the
Base Salary.
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-
<PAGE>
4.2. The Company shall pay every month, an amount
equal to 7.5% of the
Base Salary to an educational
fund (hereinafter "Keren Hishtalmut")
in the name of the Employee.
The Employee shall pay to
such fund, every month, an amount equal to
2.5% of the Base Salary.
4.3. The Employee's payments pursuant to sections
4.1 and 4.2 above shall
be deducted at source from
the Base Salary.
4.4. All taxes due, if any pursuant to section 4.1
and 4.2 above shall be
borne and paid by the
company.
4.5.
Not later than fourteen (14) days after the termination of this
agreement, for any cause, the
Company shall assign its rights to the
Bituach Menahalim and the
Keren Hishtalmut to the Employee.
4.6. The Parties hereby adopt the Israeli Labor
Ministry warrant from
30.6.98 and declare that the
company's payment to the Bituach
Menahalim (8.33% for the
severance payment) shall constitute the
company's whole obligation
for severance payments according to
section 14 of the severance
payment law - 1963 (Israel).
4.7. The Employee shall be entitled to a vacation
leave of twenty four
(24) days per year, which may
be carried forward from year to year.
4.8. The Company shall make available to the
Employee a car for his
exclusive use during the term
of this Agreement. It is agreed that
the car will be 2000cc or a
car of a similar class.
4.9. The Company shall pay all costs associated
with the car, whether
fixed or variable, including
without limitation, fuel, repairs and
insurance including taxation.
The Company shall gross all such
payments up.
4.10. The Employee shall be
entitled to a complete medical checkup once a
year.
4.11. The Company shall cause the
Employee to be included in its directors
and officer's liability
insurance, covering customary officers
liabilities.
4.12. The Company shall pay all
bills for the use of one telephone line
installed in the Employee's
house, and one cellular telephone used
exclusively by the Employee.
4.13. The Employee shall be
entitled to Dmey Havra'a as provided in a
collective bargaining
agreement to which the General Labor Union of
the Workers in Isra






