EXHIBIT 10.10 EMPLOYMENT
AGREEMENT OFDAVID KAPON, CFO
EMPLOYMENT
AGREEMENT made and
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 ”)
David
Kapon I.D. No 023973944
of 2A Ana Frank, Ramat Gan, Israel
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Company is
interested in employing the employee in the capacity
of CFO 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 01/06/09 (
commencement ) and the Employee shall be employed part time
in the capacity of Chief Financial Officer (“CFO”) 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 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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To clarify, as
the position is a part time position at first, the Employee will be
allowed to engage in other activities for payment. In the event the
Employee is required in the future to work more than part time, the
parties to this agreement will meet to alter the terms of
employment.
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Either of the
parties to this agreement may terminate this Agreement at any
time by written notice of at least sixty (60)days prior
to such termination. (Period of Notice).
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In the event of
the Employee resigning 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 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 incurred as a result of the Employee
not giving advance notice as required.
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Notwithstanding
the above, and without detracting from his rights according to the
agreement, the Company may terminate the employment of the Employee
without advance notice of termination by the company 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 property 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 on his 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.
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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 and to any
subsidiaries or 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
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