EXHIBIT 10.9 EMPLOYMENT
AGREEMENT OF LIOR CARMELI, CEO
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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Lior
Carmeli I.D. No 024263105
of Moshav Kochav Michael, Meshek 92
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Company is
interested in employing the employee in the capacity
of Chief Executive Officer "CEO" 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 June 17, 2009 (
commencement ) and the Employee shall be employed full time
in the capacity of Chief Executive Officer (“CEO”) 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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The Employee
will be employed full-time and will dedicate all his time and
attention, exclusively and to the best of his ability to fulfil his
duties to the company and pledges not to be engaged in or concerned
or carry on or assist with any business, either as an employee or
in any other capacity in any business, commercial activity, whether
in receipt of payment or not, during the entire period of
employment with the company, including outside working hours, or on
weekends or during holidays, without the prior written
agreement of the company. For the sake of elucidation,
the limitations of this clause will not detract from obligations of
the worker as described in addendum B attached.
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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 employee agrees to accompany the company through the
entire process of flotation / public offering.
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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 their 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 employee committed a criminal
offence or was convicted of a criminal violation or (6) 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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