EXHIBIT 10.8 EMPLOYMENT
AGREEMENT OF YAAKOV BAL, CTO
EMPLOYMENT
AGREEMENT made entered
into on this 1st day of
July 2009
Baby's
Breath Ltd. a company
registered under the laws of the State of Israel, Registration
Number 51-3076943 (the “ Company ”)
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Yaakov
Bal I.D. No
064818131 of Hashlosha Str17/5, Petach Tikva
49380
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Company is
interested in employing the employee in the capacity of Chief
Technical Officer "CTO" and the employee desires to be so employed
by the Company, all in accordance with the terms and conditions set
forth below
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NOW
THEREFORE, the parties
hereto agree as follows:
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PREAMBLE and
INTERPRETATION
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The preamble to
this Agreement is an integral part thereof.
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The use of
clause headings and the list of contents are inserted for ease of
reference only, and are not intended to affect the contents of the
particular clauses.
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The Employment
by the Company of the Employee shall commence on ____________ (
commencement ) and the Employee shall be employed part time
in the capacity of Chief Technical Officer (“CTO”) of
the Company. The Employee will perform all the duties and exercise
all the powers of his office and such other functions within the
Company. The Employee shall be under the direct supervision of and
comply with the directives of the Board of Directors, and will
promptly whenever required so to do, give a full account to the
Board of all matters with which he is entrusted and supply the
company with all information or reports concerning the company and
the carrying out of his duties as directed or as required by the
company.
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As the
employment is part time, the Employee will be allowed to engage in
other activities and will dedicate his time and attention, to the
best of his ability to fulfil his duties to the company.
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Either of the
parties to this agreement may terminate this Agreement at any
time by written notice of at least thirty (30)days prior
to such termination. (Notice of termination).
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Notwithstanding
the above, the company is entitled to terminate the employment of
the employee or to reduce the period of notice of termination
whether tendered by the employee or by the company, provided that
the employee will be eligible to receive his basic wage as
mentioned in the addendum A as if he was employed the company until
completion of the notice of termination as mentioned in clause 2.3
above.
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In the event of
the Employee tendering his notice without fulfilling his
obligations of notice of termination, the company will be entitled
to deduct from any amount owing the employee, an amount equal to
the normal wage that would have been payable for the period of the
notice of termination during which the employee did not work, as
reparation agreed in advance. This, without detracting from the
right of the company to demand damages incurred instead of the
above reparation, for damages that were caused by the Employee not
giving advance notice as required.
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Notwithstanding
the above, and without detracting from its rights according to the
agreement, the Company may terminate the employment of the Employee
without advance notice of termination and with Cause according to
law and / or agreement. Termination of Employment hereunder shall
be deemed for “Cause” in the event : (1 ) the Employee
embezzles company monies; or (2 ) The employee willfully or
materially breaches the terms of this Agreement; or (3 ) the
employee, engages in gross neglect, insubordination or gross
dereliction of his duties hereunder; or (4 ) the employee engages
in willful misconduct; or (5 ) the conduct of the employee causes
damage to the company or (6) the employee committed a criminal
offence or was convicted of a criminal violation ; or (7 ) the
employee is not able to fulfill his duties in the company during
period of more than 60 (sixty) consecutive days.
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The employee
will not have the right to make a lien on assets of the company or
on company equipment or any other items including vehicle or
cellular phone that have been given to him for his use, or
information or confidential information as described in
appendix B to this agreement (" equipment of the company " )
in his possession. The employee will return all equipment of the
company that is in his possession not later than the day of
termination of employer employee relations when going on notice, or
30 days (including leave due to advance notice of termination)
– before his departure, or within 7 days from receipt of a
request to do so by the company.
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It is
agreed between the parties that this Agreement is personal and
specific to the Employee and that the position of Employment is a
management position which requires a special measure of personal
trust, as stipulated in 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 the provisions of
any collective bargaining agreement which exist or shall exist do
not, and will not, apply to the employment of Employee, 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 category of employees
to which Employee belongs and whenever so required for the proper
fulfillment of his duties or work the Employee may be required to
work extra hours without further remuneration in excess of the
normal hours of work of the Company; the employee will not be
entitled to demand or accept payment for overtime for any and all
hours spent while discharging his duties for the Company. The
employee declares that the financial interpretation of this clause
has been taken into account when defining the remuneration as
described in appendix A to this agreement.
In
consideration for the employee working for the company and carrying
out his obligations according to this agreement, and in accordance
with the terms of this agreement and the appendices hereto, the
employee will be entitled to a salary and terms and benefits as
described in Appendix A attached.
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The Employee
must not during the Employment or for a period of 6 years
thereafter disclose to any third party or body outside of the
company any information of the following :
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All
Confidential Material or information or other documents, or
property which may have come into his possession or under his
control in the course of the Employment
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All
Confidential Material or information or property which relate in
any way to the Company shareholders or their families, including
their business affairs, properties, obligations and any other
business and/ or personal information relating to the
above.
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All
confidential material or information that could directly or
indirectly cause the company damage.
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The Employee
will not divulge any information relating to the company business
and operations, and shall not in any way damage the company
reputation, and shall not make any use of such information apart
from the carrying out of his duties for the company. On signing
this agreement the employee will sign a confidentiality agreement
with the company regarding non-disclosure, non competition, and
intellectual property rights to the company, or any subsidiaries or
any holding companies of the company as set out in appendix
B.
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OBLIGATIONS AND
DECLARATIONS
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The Employee
declares and states as follows:
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That he is not
obligated by any existing obligation or other hindrance, whether by
law, by Agreement, or in any other way, to his employment by the
Company in the Position and to the performance of his obligations
herein.
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That he is not
in breach of any rights or obligations owing to a previous employer
and /or a third party.
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That he does
not suffer from any ailment or that there is no health reason that
prevents him or hinders him from carrying out his duties as
described herein.
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That
he will advise the company immediately and without delay of any
event or matter in which he has a personal interest or a personal
issue of his immediate family that may cause a conflict of interest
with his position with the company.
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That he will
not receive any benefit or additional payment from a third party,
whether directly or indirectly for his duties with the company. A
violation of this clause will without detracting from the company's
rights according to the agreement and the law, will entitle the
company to claim the benefit or remuneration as belonging to the
company and will entitle the company to deduct the value of the
benefit from any amounts due to the employee.
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That in
carrying out his duties in his position at the company, he will not
use or represent or make a claim or enter a obligation in the name
of the Company and will not take on any obligation and or give any
guarantee in the name of the company, unless instructed to do so by
the Company or its managers or superior officers, explicitly and in
writing in advance.
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That he agrees
that from time to time he may be required to travel and work abroad
as may be required for the proper fulfillment of his
duties.
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That he will
make use of the company property only for the fulfillment of his
duties in his position with the company and he agrees and is aware
that the company may carry out inspections at the work premises and
on the company computers including electronic mails sent and
received and the use of internet and content of all these programs.
To clarify it is declared that all findings of the inspections will
remain the property of the company.
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In any event of
the termination of this agreement for any reason, the Employee will
cooperate with the company and to the best of his ability assist in
the orderly transfer of his position with the company and with the
orderly training of his replacement and shall provide the company
with any document or information whether written, photographed or
recorded or any other information that he received or was provided
with by the company in the course of his carrying out his
position.
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This Agreement
represents the entire understanding and agreement between the
parties hereto and supersedes all prior negotiations,
representations and agreements made by and between the parties
prior to this Agreement, whether in writing, orally or in any other
form.
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This Agreement
may be amended only by a written document signed and executed by
all parties hereto and any amendment purportedly made in any other
way shall not be binding on the parties hereto.
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This Agreement
shall be governed by and construed in accordance with the laws of
the State of Israel, and the competent Courts in Tel-Aviv-Jaffa
will have the sole jurisdiction in any dispute arising
hereunder.
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In case one or
more of the provisions contained in this Agreement or the
appendices shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this
Agreement.
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The employee
declares that he has read all the clauses an
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