Exhibit 10.14
SEPARATION AGREEMENT AND
RELEASE
This Separation
Agreement and Release (“ Agreement
”) is between VYYO
LTD. (“ Vyyo ”) of Hanegev 4, Airport City,
and Arik
Levi (“ Employee
”). This
Agreement shall be effective as of April 8, 2008
(“ Effective Date
”).
RECITALS
WHEREAS , Employee served as an employee of
Vyyo, pursuant to an Employment Agreement dated March 1, 2000
(the “ Employment
Agreement ”); and
WHEREAS , on March 1, 2008 Vyyo
delivered a termination notice to Employee (the “ Notice Date
”)
; and
WHEREAS , Vyyo and Employee desire to
amicably settle the termination of Employee’s employment
relationship with Vyyo; and
WHEREAS , even though Employee has made no
claims against Vyyo and Vyyo has made no claims against Employee,
Vyyo and Employee desire to resolve any and all claims and
potential claims as described in this Agreement.
ACCORDINGLY, the
parties agree as follows:
1.
Effective as of
November 30 th , 2008 (the “ Termination
Date ”), Employee’s employment with Vyyo shall
cease, except as set forth in this Agreement. It is understood that
effective as of the Termination Date, the employer-employee
relationship between the Employee and Vyyo shall be fully and
finally terminated.
2.
From the
Notice Date
and until the Termination
Date, Vyyo will pay Employee monthly base salary of NIS 65,392,
plus all rights and fringe benefits under the Employment Agreement
as amended from time to time.
3.
Vyyo will
pay Employee Recreation Pay (“Demei
Havra’ah”) in the amount of NIS 2,647 on August 1
st , 2008, and NIS 882 on the Termination
date.
4.
On the Termination Date,
Vyyo will:
4.1. Transfer to the name of Employee the
ownership of Manager’s Insurance (“Bituach
Menahalim”) policies, including his Manager’s Insurance
policy with the Migdal Insurance company. It is agreed hereby that
providing a letter instructing the insurance company to transfer
the Manager’s Insurance policies to Employee’s
ownership will be deemed full satisfaction of Vyyo’s
obligations in connection with Employee’s rights to
Manager’s Insurance.
4.2. Transfer to Employee’s name, on the
date required by law, ownership in the Continuous Education Fund
(“Keren Hishtalmut”) policies. It is agreed hereby,
that providing a letter instructing Bank Leumi to
transfer
the Continuous Education
Fund to the ownership of Employee will be deemed as full
satisfaction of Vyyo’s obligations in connection with
Employee’s rights to the Continuous Education
Fund.
4.3. Pay Employee an amount of NIS
105,149 constituting the remaining severance payments (Hashlamat
Pitzuii Piturin) due to the Employee in addition to the amounts
accrued on his behalf on account of the severance payment in his
Manager’s Insurance Policy. Provided however, that in the
event that Vyyo prepays the remaining severance payments (Hashlamat
Pitzuii Piturin) to all of its other employees, it shall similarly
prepay such remaining severance payments to Employee.
4.4. It is agreed herein that providing a
letter instructing the insurance company to transfer the
Manager’s Insurance policy to the ownership of Employee, and
attaching the relevant Form 161, will be deemed to effect the
terms stated in paragraphs 4.1 and 4.2.
5.
Employee hereby
acknowledges and confirms that the total number of unused vacation
days that were accrued to his benefit prior to the date hereof is
48 working days (the “ Previously Accrued Vacation
”). Employee undertakes to use any and all Previously Accrued
Vacation until the Termination Date. In addition, Employee
undertakes to use any and all vacation days that will accrue from
the Notice
Date and until the
Termination Date (the “ Remaining Vacation Days
”), prior to the Termination Date.
6.
No later than
April 1, 2008, Employee shall return to Vyyo the leased car
found in his possession and the fuel meter, in good and proper
condition, in the same condition as obtained. Employee is
obligated to pay all fees and parking statements pertaining to such
car which are attributable to the period that ends on the date of
actual return of the car by Employee to Vyyo.
7.
Employee declares and
confirms that in accordance with the Option Agreement dated
March 25, 2003 (Vyyo Inc. internal option number
(“ Number ”) 0000852) (“
First
Option Agreement ”) between Employee and Vyyo Inc.
(“ Vyyo Inc
.”), Employee was
granted options to acquire 10,000 shares of Common
Stock of Vyyo Inc. at an
exercise price of $2.27 per share (the “ First Options
”). Employee also declares and confirms that in
accordance with the Option Agreement dated May 13, 2003
(Number 0000867) (“ Second Option Agreement ”)
between Employee and Vyyo Inc., Employee was granted options to
acquire 30,000 shares of Common Stock of Vyyo Inc. at an exercise
price of $2.90 per share (“ Second Options
”). Employee also declares and confirms that in
accordance with the Option Agreement dated August 12, 2003
(Number 0000925) (“ Third Option Agreement ”)
between Employee and Vyyo Inc., Employee was granted options to
acquire 50,000 shares of Common Stock of Vyyo Inc. at an exercise
price of $3.92 per share (“ Third Options
”). Employee also declares and confirms that in
accordance with
2
the
Option Agreement dated February 10, 2006 (Number 0001362)
(“ Fourths Option
Agreement ”) between Employee and Vyyo Inc.,
Employee was granted options to acquire 90,000 shares of Common
Stock of Vyyo Inc. at an exercise price of $5.22 per share
(“ Fourths Options
”). Employee
also declares and confirms that in accordance with the Option
Agreement dated march 21, 2006 (Number 001208) (“
Fifth
Option Agreement ”) between Employee and Vyyo Inc.,
Employee was granted options to acquire 20,000 shares of Common
Stock of Vyyo Inc. at an exercise price of $7.50 per share
(“ Fifth Options
”). Employee
also declares and confirms that in accordance with the Option
Agreement dated March 21, 2006 (Number 001209) (“
Sixth
Option Agreement ”) between Employee and Vyyo Inc.,
Employee was granted options to acquire 20,000 shares of Common
Stock of Vyyo Inc. at an exercise price of $9.00 per share
(“ Sixth Options
”). Employee
also declares and confirms that in accordance with the Option
Agreement dated March 21, 2006 (“ Seventh Option
Agreement ”) between Employee and Vyyo Inc.,
Employee was granted options to acquire 20,000 shares of Common
Stock of Vyyo Inc. at an exercise price of $10.50 per share
(“ Seventh Options
”). Employee
also declares and confirms that in accordance with the Option
Agreement dated November 9, 2006 (Number 001443)
(“ Eighth Option
Agreement ”) between Employee and Vyyo Inc.,
Employee was granted options to acquire 24,000 shares of Common
Stock of Vyyo Inc.
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