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Exhibit 10.14
CONFIDENTIAL
EMPLOYMENT AGREEMENT
This Employment Agreement (the "AGREEMENT") is made and entered
into in
Israel as of June 25, 2005 by and among Intellect Neurosciences
Inc., a Delaware
company incorporated, having a place of business at 465 West 23rd
Street, Apt 12
J, New York, NY 10001 (the "COMPANY"), and Vivi Ziv of Hasigalit
Street, 30A,
Mazkeret Batya, Israel (the "EXECUTIVE").
WHEREAS, the Company desires to employ and secure for itself the
services of the
Executive upon the terms and subject to the conditions specified
herein, and
WHEREAS, the Executive desires to accept employment with the
Company upon the
terms and subject to the conditions specified herein, and
WHEREAS, the Executive shall be employed in Israel
WHEREAS, this Agreement is intended to supersede all prior
agreements
understanding and representations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, terms
and conditions hereinafter set forth, and for other good and
valuable
consideration, the receipt of which is hereby specifically
acknowledged, the
parties hereto agree as follows:
1. PREAMBLE AND EXHIBITS. The preamble to this Agreement and
its
Exhibits constitute an integral part hereof.
2. EMPLOYMENT. (a) The Company hereby employs the Executive, and
the
Executive agrees to be employed by the Company, as a full-time
employee in accordance with the terms of this Agreement.
Executive
shall hold the title of Chief Operating Officer of the Company
and
shall provide the services more fully described in Attachment 1
hereto, entitled "Job Description". (b) This Agreement is a
personal
employment agreement and shall not invoke the provisions of any
collective bargaining agreement or arrangement or extension
orders,
whether presently existing or shall exist in the future, except
and
only to the extent so mandated by Israeli law. The Executive shall
not
disclose the terms of her employment agreement to other Company
employees except for the Chief Executive Officer ("CEO") and
Chief
Financial Officer.
3. DUTIES. (a) The Executive agrees to devote her full business
time,
attention, best efforts and ability to the affairs of the Company.
She
shall be subject to the direction and control of the CEO. (b)
The
Executive acknowledges that her position as Chief Operating Officer
is
a Fiduciary position and requires a special degree of trust.
Her
duties and responsibilities may entail irregular work hours and
extensive traveling, for which she is adequately rewarded by
the
compensation provided for in this Agreement, and that accordingly
the
provisions of the Work Hours and Rest Law, 1951 will not apply to
her
employment with the Company. The Executive acknowledges that
her
travel will include one week (5 consecutive work days) each
month
spent at the Company's corporate headquarters in the United
States.
(c) The Executive shall not engage in any activities that may
interfere or conflict with the proper discharge of her duties.
The
Executive shall not be entitled to engage in any other business
activity, unless the CEO has approved such engagement in advance,
an
approval which will not be unreasonably withheld. An exception to
this
is the Executive's position as a member of the Board of Directors
of
Mekorot, Israel's national water company, a position which she will
be
entitled to keep as long as the appointment is in effect.
4. TERM AND TERMINATION. This Agreement shall become effective as
of
August 1st, 2005 for a minimum of two years and shall continue in
full
force and effect until terminated pursuant to the terms hereof.
4.1 The Agreement and the Executive's employment may be terminated
as
hereafter provide:
(a) After two years at any time at the option of either party upon
90
days prior written notice ("Prior Notice"):
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(b) In the event of the inability of the Executive to perform
her
duties hereunder, whether by reason of injury (mental or physical),
or
of illness, incapacitating the Executive for a continuous
period
exceeding 60 days or non-consecutive-90 days in any six month
period
excluding compulsory army service.
(c) For cause. For purposes of this Agreement an event or
occurrence
constituting "cause" including but not limited to:
(i) Dishonesty of the Executive adversely affecting the Company
or any of its subsidiaries or affiliates as justly decided by a
court of Law:
(ii) A serious breach of trust by the Executive including
theft,
embezzlement, self-dealing, prohibited disclosure to
unauthorized
persons or entities of confidential or proprietary information
of or relating to the Company or any of its subsidiaries or
affiliates, all in the impartial discretion of the Company,
provided however that in case of disagreement only the Labor
court shall decide.
(iii) The Executive's conviction of a felony or of any crime
involving moral turpitude, fraud or misrepresentation, whether
or
not related to the Company:
(iv) Any gross negligence or willful misconduct of the
Executive
resulting in material harm to the business or reputation of the
Company or any of its subsidiaries or affiliates; and
(v) Any material breach of this Agreement by the Executive
which is not cured within 30 days of notice thereof.
4.2 In the event of a termination of this Agreement according to
section
4.1(a) pursuant to a Prior Notice the Executive shall continue
to
render services to the Company during the Prior Notice period.
Nevertheless, the Company shall have the right not to take
advantage
of the full Prior Notice period and may terminate the employment
at
any time during the Prior Notice period. In the event of such
termination, the Company shall pay the Executive her salary and
benefits as well as the net use of the Company car, through the
remainder of the Prior Notice period. For the avoidance of any
doubt,
it is hereby expressed that the Company reserves the right not to
take
advantage of the full Prior Notice period (subject to all
payments
made to the Executive during the full prior notice period) in both
the
event the notice of termination of employment was delivered by it
or
in the event that it was delivered by the Executive, and such a
case
shall not constitute a dismissal of employment by the Company.
4.3 Notwithstanding the foregoing, the Company may terminate
the
employment without a Prior written notice, or paying salary for
the
Prior Notice period in the event of termination under the
circumstances specified in section 4.1(c) subsections (i),(ii)
and
(iii).
4.4 In the event of termination by the Company under the
circumstances
specified in sections 4.1(a) and 4.1(b) and 4.1(c)(iv) and
4.1(c)(v)
the Company shall pay the lump sum severance payment to which
the
Executive shall be entitled pursuant to the Severance Payment
Law,
1963 ("Severance Payment") less any amounts received by the
Executive
from her Managers' Insurance on account of severance payment (all
such
payments shall be less deductions for all applicable taxes and
withholdings under any relevant laws) and the Executive shall
be
entitled to exercise all those share options which have vested
prior
to the Prior Notice period and during the Prior Notice period.
The
Company shall have no further obligation to make any salary
payments
or provide any benefits to the Executive, except as required by
applicable law and/or contract.
4.5 In the event of resignation by the Executive pursuant to
Section
4.1(a), the company shall release to the Executive her
Manager's
Insurance Fund and any outstanding Severance Payment (as described
in
4.4) to her possession and the Executive shall be entitled to
exercise
all those share options which have vested prior to the Prior
Notice
resignation. The Company shall have no further obligation to make
any
salary payments or provide any benefits to the Executive, except
as
required by applicable law.
4.6 In the event of termination under section 4.1(c) subsections
(i), (ii)
and (iii) only, the Executive shall not be untitled to
Company's
contribution to severance payment or Prior Notice.
4.7 The Executive undertakes that immediately upon the termination
of her
employment with the Company, for any reason, she shall act as
follows:
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4.7.1 She shall deliver to the Company all documents, diskettes
or
other magnetic media, letters, notes, reports and other
materials
in her possession which are the property of the Company or
which
contain proprietory or confidential information of the Company,
as well as any equipment and/or other property belonging to the
Company, including any company car, telephone, employee's badge
and other equipment;
4.7.2 Executive shall assure the smooth transfer of her
responsibilities and handing over of her position by
coordination with her supervisors to the satisfaction of the
Company.
5. SALARY. As compensation for services rendered hereunder, the
Company
shall pay the Executive a gross monthly salary of 35,000 NIS.
Funds
sufficient to cover the Executive's gross salary for 18 months
shall
be placed in escrow by the Company as security for the payment of
such
salary, to the satisfaction of the Executive. The escrowed
salary
shall be reduced each month by the amount of each monthly gross
salary
paid to Executive. Alternatively, the Company may furnish the
Executive with a bank guarantee guaranteeing such salary payment.
It
is hereby agreed and declared that in any case the Company, or one
of
its creditors, shall commence a liquidati
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