Employer and Company shall agree on a comparable substitute index or submit the question to binding arbitration.
Employee shall also receive a family medical insurance package to be chosen and paid for by the Company, as part of his compensation package.
Notwithstanding the foregoing, this agreement may be terminated by the Company without cause on six months prior written notice.
legally recoverable, Employee or Company shall also pay the other for its or his court costs and reasonable attorneys’ fees necessarily incurred by it or him in recovering such damages.
7. Restrictive Covenants. Employee agrees that upon termination of his employment with Company for any reason, he shall not directly or indirectly engage in any business, enterprise or employment, whether as owner, operator, stockholder, director, financial backer, creditor, consultant, partner, agent, employee, or otherwise, involving the manufacture, development or sale of computer software which is competitive to the Company (or to Laboratory Information and Management Systems Ltd., an Israeli corporation which is the parent of the Company, or to L.I.M.S. International BV which is an affiliate of the Company, or to any other affiliate of the Company) anywhere in the world, for a period of two (2) years after termination of his employment. Employee has taken special notice of this provision and deems it reasonable. The Employee further recognizes and acknowledges that it will be difficult, if not impossible, to compute the amount of loss or damage to the Company for violation of this restrictive covenant, and, accordingly, the Company is without adequate legal remedy in the event of the Employee’s breach of the covenant, and shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the provisions of this restrictive covenant.
8. Disclosure of Information. Employee recognizes and acknowledges that the list of names and addresses of Company’s customers and Company’s sources of leads and its methods of obtaining new business, the development of the Company’s products, programs, processes, documents, formulae, and its methods of marketing, management or of doing business, are valuable, special and unique assets of Company. Employee agrees that he will not, during or after the term of this agreement, disclose to any person, firm, corporation, association or entity any information concerning the foregoing.
9. Irreparable Harm - Injunction. Employee recognizes that a violation by him of any of the covenants contained in Sections 8
and 9 hereof may cause irreparable harm and damage to Company, the amount of which may be almost impossible to ascertain, and for that reason Employee recognizes that Company may be entitled to an injunction out of any court of competent jurisdiction restraining any violation of any or all of the said covenants by Employee, his employees, associates, partners, or agents, either directly or indirectly, and such right to injunction may be cumulative to and in addition to whatever other remedies Company may have; provided, however, that Employee shall have reasonable notice and opportunity to defend in any proceedings instituted pursuant to this Section 10.
10. Vacation. Employee shall be entitled to an aggregate of 20 paid working days of vacation during each calendar year of the term hereof. Any vacation days not taken during a calendar year may be carried forward and applied to the following year.
11. Sick Leave. Employee shall be entitled to an aggregate of 20 paid working days of sick leave during each calendar year of the term hereof. Any sick leave days not taken during a calendar year may be carried forward and applied to the following calendar year.
12. Severance Pay. Upon the termination of this agreement, the Employee shall be entitled to receive a lump sum severance payment equal to 150% of his monthly salary immediately prior to termination multiplied by the number of years of employment of the Employee by the Company since January 1, 1993.
13. Severability. This agreement shall be governed by the laws of the State of Florida, and the invalidity of any one or more of the words, phrases, sentences, clauses, sections, subparagraphs, or subdivisions contained in this agreement shall not affect the enforceability of the remaining portions of this agreement or any part thereof, all of which are inserted conditionally on their being valid, in law, and in the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions or subparagraphs contained herein shall be invalid, this instrument shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, section or sections, subdivision or subdivisions, subparagraph or subpara-graphs had not been inserted, and if such invalidity shall be caused by the length of time or the size of any area set forth in any part hereof, such period of time or such area, or both, shall be considered to be reduced to a period or area which would cure such invalidity.
14. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of such right or power hereunder, at any time or times, be deemed a waiver or relinquishment of such right or power at any other time or times.
15. Benefit. Except as otherwise herein expressly provided, this agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, including, but not limited to, any corporation which may acquire all or substantially all of the Company’s assets and business, or with which the Company may be consolidated or merged, and Employee, his heirs, executors, administrators and legal representatives, provided that the employment obligations of Employee hereunder shall not be delegated.
16. Entire Agreement. This agreement contains the entire agreement between the parties hereto, and the same shall not be modified or altered except by another written agreement executed by each of the parties hereto.
17. Notices. Any notice required or permitted to be given under this agreement shall be sufficient if in writing, and shall be deemed served if deposited in the United States Mail, certified, return receipt requested, and addressed as follows:
| | To the Company: | L.I.M.S. (USA), INC. |
| | | 20101 N.E. 16th Place |
| | | North Miami, Florida 33179 |
| | | |
| | To the Employee: | Itschak Friedman |
| | | __________________________ |
| | | __________________________ |
18. Captions. The captions of this agreement are inserted for the purpose of convenient reference and in no way define, limit or prescribe the scope or intent of this agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.
| | | | |
| Witnesees: | | L.I.M.S. (USA), INC., a Florida corporation |
| | | | |
| /s/ | | By: | /s/ |
| | |
|
| As to “Company” | | | “Company” |
| | | | |
| Witnesees: | | | |
| | | | |
| /s/ | | | /s/ |
| | |
|
| As to “Employee” | | | Itschak Friedman |
