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EXHIBIT 10.23
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Made and entered into in on January 1st, 2006
Between:
OMRIX BIOPHARMACEUTICALS LTD.
Building 14, Kiryat Weizman
Rehovot, Israel
(hereinafter: the
"COMPANY")
ON THE ONE PART
and:
MICHAEL BURSHTINE, I.D. No. 058717687
Residing at 14 Finstein Street Tel Aviv, Israel
(hereinafter the "EMPLOYEE")
ON THE SECOND PART
WHEREAS the Employee and
the Company have entered into an Employment
Agreement dated February 8, 2004 (the "EMPLOYMENT AGREEMENT");
WHEREAS,
the Employee continues to be employed with the Company;
WHEREAS,
the Employee and the Company wish to amend and restate the
Employment Agreement effective as of January 1st , 2006 (the
"AMENDMENT DATE");
1. HEADINGS
The
headings of the sections in this Agreement are for convenience only
and
shall not be used for the purpose of interpretation of this
Agreement.
2.
DEFINITIONS
Capitalized terms and expressions shall have the meaning indicated
next to
each
one of them:
"EFFECTIVE DATE" - means the first date of employment of the
Employee by
the
Company, being April 18, 2004.
"TERM" - has the meaning ascribed to it in Section 11.1 below.
"OMRIX GROUP" - shall mean Omrix Biopharmaceuticals Inc. (the
"PARENT"),
and
all of its subsidiaries, including Omrix Biopharmaceuticals S.A.,
the
Company and Biopex Ltd.
THE EMPLOYMENT
2.1.
During the Term (as defined below), the Employee shall serve as
Senior
Vice President and Chief Financial Officer ("CFO") of the Omrix
Group
(hereinafter The "POSITION"). The Employee hereby undertakes to
devote
his full-time attention and energies and use his best efforts in
his
employment with the Company and for the Omrix Group.The
official
employer of the Employee shall be the Company.
2.2.
During the Term, the Employee's duties and responsibilities shall
be
as provided in Section 3 hereof and shall include those duties
and
responsibilities customarily performed by a CFO or as may be
assigned
to the Employee from time to time by the Company's Chief
Executive
Officer (the "CEO").
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2.3.
The working place of the Employee is Israel. However, the
Employee
recognizes that the Position require extensive travel to the office
of
the CEO in Belgium and possibly, subject to a formal request by
the
Company a relocation to Belgium or to the USA for several years.
The
financial terms in case of a request for relocation will be
agreed
between the parties separately.
2.4.
The Employee shall be reporting to the CEO.
2.5.
The Employee hereby represents that, to the best of his
knowledge,
there is no hindrance, whether by law, by Agreement, or in any
other
way, to his employment by any member of the Omrix Group in the
Position and on terms stated herein. The Employee agrees that, in
the
event the Employee breaches this representation under this
Sub-Section, he will indemnify and hold harmless the Omrix Group
from
and against any claims, losses, damages and expenses arising out
of
such breach.
3. THE
EMPLOYEE'S DUTIES
3.1.
The Employee undertakes to fulfill his Position diligently,
devotedly,
expertly and honestly, and to use all his abilities, knowledge,
experience and expertise for the benefit of the Omrix Group and to
do
his utmost to further the business interest of the Omrix Group and
to
devote all the time reasonably required for this purpose.
3.2.
The Employee undertakes to perform his obligations hereunder in
accordance with the Omrix Group's corporate ethics, principles
and
rules. The management of the Company shall always be carried out
in
conformity with the procedures, practices, policies and the
objectives
of the Company as determined and manifested by its Board of
Directors.
3.3.
Throughout the Term, without the consent of any member of the
Omrix
Group, the Employee will not be entitled to engage, directly or
indirectly, in any other work or occupation without the prior
approval
of the CEO, irrespective of whether or not the Employee is
remunerated
for such work and/or services and/or engagement.
3.4.
The Employee undertakes to inform the CEO without delay of any
business and/or matter in which he has a personal interest and
which,
to the Employee's best judgment, may cause a conflict of interest
with
the Position.
4. PERSONAL
AGREEMENT
4.1.
This Agreement is personal and specific, defines the entire scope
of
relationship between the Employee and the Company and
determines
exclusively the terms under which the Employee is employed by
the
Company.
4.2.
In light of the above, the provisions of any collective
bargaining
agreement which exist or shall exist do not, and will not, apply
to
the employment of the Employee hereunder, whether such agreement
was
signed among the government, the General Federation of Labor
and
Employers' organizations, or any such parties, or whether signed
by
others, in relation to the field or fields of the Company or in
relation to the kind of employees the Employee belongs to.
4.3.
It is agreed between the parties that the Position is a
management
position which requires a special measure of personal trust, as
stipulated in section 30(a)(5)(6) of the WORKING HOURS AND REST
LAW,
1951. In light of such trust relations, the provisions of the said
Law
will not apply to the Employee's employment by the Company and
the
Employee shall not be entitled to demand or accept payment for
overtime and that the salary specified in Section 6.1, will
also
include compensation and global payment for any and all hours
which
the Employee will spend while discharging his duties for the
Company.
4.4.
Furthermore it is expressly agreed that the terms of the
Employee's
employment as stated herein will not be affected or altered by
the
terms of employment of any other employee of the Company or the
Omrix
Group and that the terms of the Employee's
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employment by the Company shall be determined exclusively by the
law
and/or the provisions of this Agreement and/or according to any
changes, if any, of the law, and/or by mutual agreement of the
parties.
5. SALARY AND
TERMS OF EMPLOYMENT
During the Term, the Company will pay the Employee in return for
his work
and
for the execution of this Agreement, the following salary and
other
payments and benefits as follows:
5.1.
Salary
5.1.1. A
gross monthly salary of US$12,500 to be paid in US
dollars. Each monthly salary will be paid not later than by
the 9th day of each calendar month for the previous month
work (hereinafter "THE BASIC SALARY").
5.1.2. The
Basic Salary as indicated above is before taxes (gross)
and includes payments in full for overtime, including the
time spent abroad.
5.1.3. The
Employee agrees that he is not entitled to any social
benefits and fringe benefits other than those listed herein,
as compensation or salary in excess of the Basic Salary.
5.2.
Employee Benefits
The Employee shall be entitled to the following benefits:
5.2.1.
Personal Car: The Company shall place at the Employee's
disposal, for his and his immediate family exclusive use, a
company car (at the standard of Omrix Group executive
management), in order to enable the performance of the
Employee's duties and responsibilities. The above car shall
remain at the Employee's disposal at any time, including
during vacation. The Company shall pay and/or reimburse the
Employee for tax, gasoline, maintenance and parking expenses
in relation to the said car. The Employee will not be
entitled to a refund for expenses due to traffic tickets.
5.2.2.
Vacation: The Employee shall be entitled to an annual
vacation of 22 (thirty) working days. Up to 50 (fifty)
vacation days may be accumulated.
5.2.3.
Sick Leave: The Employee shall be entitled to up to 30
(thirty) days fully paid Sick Leave a year. The Employee
shall not be entitled to accumulate Sick Leave days beyond a
period of 6 (six) months. The unused Sick Leave days shall
not be redeemable. Notwithstanding the above, the Employee
shall not be entitled to receive a portion of the Basic
Salary during Sick Leave in the event that he shall receive
equivalent payments from an insurance company in accordance
with the provisions of Section 6.2.5.
5.2.4.
Recreation Payment: The Employee shall be entitled to
Recreation Payment for 10 (ten) days, to be paid at the end
of each work year, in the amount required by law.
5.2.5.
Managers' Insurance Policy: The Company shall effect a
Managers' Insurance Policy, or maintain the Employee's
Managers' Insurance Policy, as shall be directed by the
Employee in its sole discretion (hereinafter: the "POLICY")
in the name of the Employee and shall pay a sum which equals
to 18.83% of the Employee's Basic Salary towards such
Policy, of which 8.33% will be on account of severance pay
and 5% on account of pension fund payments. The Company
shall deduct 5% from the Employee's Basic Salary to be paid
on behalf of the Employee towards such Policy. An additional
amount which equals to 2.5% of the
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Employee's Basic Salary shall be paid by the Company on
account of the Employee's disability pension payments.
5.2.6.
Continued Educational Fund (CED): The Company shall pay in
respect of the Employee, each month, an amount equals to
7.5% of his gross Salary, into a Continued Educational Fund
approved as such by the Tax Authorities. The Employee shall
pay each month to the above Fund an amount equivalent to
2.5% of his gross Salary.
5.2.7.
Mobile Phone: During the term of this Agreement, the Company
shall reimburse the Employee for all his mobile phone
expenses.
5.2.8.
Bonus:
With respect to the period up to the Amendment Date, the
Employee shall be entitled to rece
