OFFICER'S CERTIFICATE
MARCH 30, 2000
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The undersigned, Eli Ayalon, hereby certifies as follows:
(a) I am the duly elected, qualified, acting and incumbent Chairman
of the Board and Chief Executive Officer of DSP Group, Inc. (the "Company").
(b) Attached hereto is an English translation of an Employment
Agreement, dated as of May 1, 1999, by and between Moshe Zelnik and DSP Group
Ltd., a wholly owned subsidiary of the Company.
(c) To my knowledge, such translation is a fair and accurate
translation as required under Rule 306 of Regulation S-T promulgated by the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate on behalf of the Company as of the date first written above.
DSP GROUP, INC.
/s/ ELI AYALON
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Eli Ayalon, Chairman of the Board and
Chief Executive Officer
To: Moshe Zelnik
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Identity Certificate No._________________________
Address:_________________________________________
_________________________________________________
Re: YOUR EMPLOYMENT WITH DSP GROUP.
We are pleased to offer you to join DSP Group Co. Ltd. (Hereinafter: "The
Company") in accordance with the following terms of employment:
1. DEFINITION OF THE POSITION.
A. Your position in the Company will be VICE PRESIDENT OF
FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY.
B. You will be directly subordinate to __________________________.
2. TERMS OF EMPLOYMENT
A. SALARY.
1. In consideration for your work for the Company, the Company
will pay you the amount of NIS - (US$105,000) - Gross,
annually. (Hereinafter: "The Salary").
2. Tax will be deducted at source from the Salary as required
by law in accordance with the Income Tax Regulations, as
well as Health Tax And National Insurance. The Salary will
be linked to the cost of living index without any maximum
rate, to which health dues will be attached as required by
law.
B. SENIOR EMPLOYEES INSURANCE PLAN
1. The Company will pay 20.833% of the Salary as detailed in
section 1.A.2 above to a pension fund or a provident fund,
at its discretion, up to the maximum stipulated in the law,
in accordance with the following details:
A) 8.33% of the Salary on account of severance pay -
at the Company's expense;
B) 5% of the Salary on account of recompense payments
- at the Company's expense.
C) 5% of the Salary on account of recompense payments
- at your expense.
D) 2.5% of the Salary on account of insurance for loss
of work ability - as is customary in the Company
and at the Company's expense.
2. The payments made by the Company for the senior employees
insurance plan, as stipulated in sub section A above, are
instead of any other obligation for the payment of
severance pay / payments made to a pension fund etc.
3. Your consent to section B exempts the Company from the need
to approach the Minister of Labor in order to receive his
permission in accordance with section 14 of the Severance
Compensation Pay Law, although if such a need is created,
for referral for the receiving of the necessary permit,
your signature upon this agreement will constitute
authorization for the Company also to make a referral in
your name.
4. If the Company is obliged in the future, by virtue of the
law and/or an extension order which applies to the whole
economy, to make payments of monies for an arrangement or
comprehensive pension fund or otherwise, the payments will
be made to the new applicable fund or arrangement, instead
of the arrangement as in this agreement, and you will not
be able to withdraw monies on account of the deposits to
the previous arrangement, unless subject to the regulations
of the appropriate fund and/or plan.
C. STUDY FUND
During the period of your employment, the Company will make
payments to a study fund, the payments will be at the rate of
7.5% of the Salary up to the maximum rate, as set down by law,
at the Company's expense and 2.5% of the maximum rate up to
the maximum rate set down by law, at the expense of the
employee.
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D. CAR
1. The Company shall make a Company car available to you,
(Hereinafter: "The Car") commencing from the start of your
employment.
2. All the expenses for the Car shall be paid by the Company,
except for the payment for the value of the use of the Car,
which shall be paid by you, and which shall be deducted by
the Company from your monthly Salary.
E. ANNUAL VACATION LEAVE.
1. During the period of your employment, you will be entitled
to annual vacation leave of 23 days. The date of your
leaving for vacation shall be coordinated with your
superior.
2. The accumulation of vacation days for the period of more
than the total of the vacation days available to you for
two contract years will not be allowed.
3. The Company will be entitled to order you to leave for
annual vacation and to spend up to half of your available
annual vacation days at the date at which the Company's
employees will leave on an organized and collective
vacation leave.
F. ILLNESS
1. You are entitled to 30 days annual sick leave, with the
possibility of accumulating 3 (three) years (i.e. up to
ninety days).
2. The payment of the sick leave will be made from the first
day against presentation of a doctor's certificate.
3. Accumulative sick leave days are not redeemable.
F. MILITARY RESERVE DUTY SERVICE (MILLUIM)
1. Every time you go on active military service you are
obliged to inform the Company upon the receiving of the
call up order.
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2. Wages for the period of the reserve military duty will be
fully paid, as stipulated in this agreement, subject to the
providing of the relevant confirmations concerning the
active military duty.
H. YOUR CANDIDACY FOR THE OPTIONS PROGRAM FOR COMPANY EMPLOYEES.
1. The Company management shall make a recommendation to the
board of directors of DSPG Inc., granting you an option to
purchase 40,000 DSPG shares, subject to the terms of the
share/options program for DSPG employees.
In order to eliminate any doubt, it is clarified that, in any
event, the confirmation of the granting of the options is
subject to the confirmation of the board of directors of the
Company as transpires from the Company's procedures.
I. ANNUAL BONUS.
The Company is accustomed to granting bonuses to some of
the employees, and at the time of the deliberations on the
granting of bonuses, the Company shall decide, at its
discretion, also with respect of your candidature for the
granting of a bonus.
3. THE PERIOD OF THE CONTRACT AND THE TERMINATION THEREOF.
A. This agreement is valid from the date of the signing thereof.
The contract is for a period of time which has not been
specified in advance. The commencement of your employment with
the Company is hereby set as commencing from _________________.
B. Each party shall be entitled to bring this contract to an end
by prior written notice to the other party of ninety (90)
days. The Company has reserved the right not to make use of
the period of prior notice and/or to immediately terminate
your employment. In such a case, you shall be paid prior
notice at the rate of your Salary for the stipulated period,
on the basis of your last known Salary.
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C. In the following instances the Company shall be entitled to
cease your employment without any prior notice:
1. The perpetrating of a criminal offence connected to the
work and/or an offence which bears an element of disgrace.
2. The breach of the duty of trust with the Company and/or the
performance of an act which has a conflict of interests.
3. The breach of your undertakings of the preserving of
secrecy and non competitiveness as detailed below in this
agreement and the appendices thereto.
4. The causing of malicious damage to the Company or the
causing of damage to the Company as a result of gross
negligence.
4. THE TRANSFERENCE OF PAYMENTS AND RETIREMENT COMPENSATION.
In the event of you being dismissed, except for dismissal for one of
the causes as stated below, the Company will transfer to you the full
payments which have accumulated in your favor in the senior employees
insurance plan policy and/or the endowment and/or fund (Hereinafter:
"The Payments").
As follows is the list of causes which will cancel the transference of
the Payments into your name:
A. The Company has dismissed you for reasons which entitle it to
dismiss you in accordance with the law without severance pay.
B. The breach of your duty of trust and/or the duty of non
competitiveness and/or the breach of the duty of secrecy, in
accordance with this agreement, without derogating from the
generality of that stipulated - the breach of the agreement of
secrecy and non competitiveness attached as APPENDIX A to this
agreement and which constitutes an integral part thereof.
C. The perpetration of a criminal offence connected with the work
and/or an offence which bears an element of disgrace.
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D. You ended your work with the Company without providing
sufficient prior notice as detailed in section 3B above.
E. You have concluded your employment with the Company without
passing over your position as detailed in section 7 below.
It is hereby clarified that, your transference from the work set up of
the Company to that of new company which will be set up, if at all,
within the framework of the group and your employment in such a
company, will not be considered as the termination of your employment,
your dismissal and/or your resigning from the Company, for the
transference of the various Payments, including, but without derogating
from the above said, severance pay.
5. WORK HOURS.
A. The accepted working hours in the Company are 44 hours a week
and the accepted working days are Sundays through to Thursday.
B. As your position is regarded as one of those positions which
require a special amount of personal trust, as defined in the
Working Hours and Rest Law - 1951, the provisions of this law
will not apply to you. From time to time, you will be
required, in accordance with the needs of your position, to
work beyond the accepted working hours and on Fridays. In
these cases, you will not be paid extra for your overtime.
6. THE DUTY OF TRUST AND REFRAINING FROM A CONFLICT OF INTERESTS.
A. You are obligated to fulfil your position diligently and in a
trustworthy manner, to make use of all your talents, your
knowledge and experience for the benefit of the Company and
for the progress of the Company and this at the highest and
most efficient level as shall be determined by the Company.
Furthermore, you are obligated to act in accordance with the
Company's instructions with everything concerning the manner
of the performance of the work,
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work procedures, discipline and behavior as shall be valid
from time to time.
B. Commencing from the start of your employment on a full time
basis for the Company, as stipulated in section 3A above,
i.e., commencing from (Date):________________ you shall not be
employed in any other employment and/or any other job as a
salaried worker and/or as an adviser and/or as being directly
or indirectly self- employed, unless having received the prior
written consent of the Company.
C. For the full duration of the period of the agreement, you will
not receive any payment or other benefit from any third party,
directly or indirectly involved with your work. It is made
clear to you, that the breach of this provision is a
fundamental breach of this agreement, and that furthermore,
the amount or benefit which is received by you as stipulated,
shall belong to the Company, which shall be entitled to deduct
this amount, from any monies owing to you by the Company.
D. You shall not carry out any act which may harm the trust of
the Company and/or which is likely to place you in a situation
of a conflict of interests with the aims of the Company. You
are obliged to inform the Company immediately and without
delay of any issue or matter in which you have a personal
interest and/or any other action which is likely to place you
in a situation as detailed above.
E. The commencement of your employment in accordance with this
agreement is made conditional on your signing on the agreement
of secrecy and non competitiveness which is attached to this
agreement as Appendix A and which constitutes an integral part
thereof.
F. You are obliged to inform the managing director of the Company
of any business opportunity which has any connection to the
information as defined in Appendix A. You are obliged not to
make
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any such opportunity exclusive to yourself, whether directly
or indirectly, unless the prior written approval of the
managing director of the Company has been given to you.
7. THE PASSING OVER OF THE POSITION.
If your employment has terminated or been terminated and/or the
validity of this agreement has expired for any reason whatsoever, you
are obliged to pass over your position, and without derogating from the
generality of that stipulated - all the matters under your care and/or
any information whatsoever available to you and connected in any form
whatsoever to your work for the Company, in an orderly and full fashion
including the disclosure of any important detail with regard to the
business of the Company, as well as forwarding, in a full and orderly
fashion, all the documents, information, equipment, etc. to the
Company, which may have reached you and/or be prepared by you with
regard to your employment with the Company, up until the cessation of
your employment with the Company.
8. DECLARATION OF SECRECY AND NON COMPETITIVENESS.
You are obligated to the safeguarding of secrecy and non
competitiveness, both during the course of your employment with
the Company and thereafter, as detailed in your undertaking to
safeguard secrecy and non competitiveness attached to this
agreement as APPENDIX A and which constitutes an integral part
thereof.
9. PATENTS, INVENTIONS AND COMMERCIAL SECRETS.
A. Copyrights for any invention and/or patent and/or commercial
secret and/or professional secret and/or any innovation, which
you may intend and/or which any of the employees of the
Company who are sub-ordinate to you may invent during the
period of your employment with the Company are the exclusive
property of the Company.
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The Company shall be entitled to protect any invention and/or
patent and/or commercial secret as stipulated, by means of
registration, or by any other means, in Israel or anywhere
else.
It is hereby clarified that you will not be entitled to
register any invention and/or patent or commercial secret or
to take any measures with respect thereof, excepting for the
actions which will be required for the above mentioned making
use thereof or registration in the name of the Company or by
the Company.
B. You are obligated to immediately inform the Company in writing
of any invention and/or patent and/or commercial secret which
you may invent and/or which is invented by the Company's
employees who are subject to you.
C. That stipulated in this section completes and compliments that
stipulated in Appendix A.
With your signing upon this personal agreement and your formal joining
of the work staff of the Company we wish you continued satisfaction and
enjoyment of your work.
Here's hoping for years of co-operation and personal benefit as well as
benefit for the Company, its employees and stockholders.
Yours Respectfully,
/s/ LEAH SADEH
Leah Sadeh
Corporate Vice President
Human Resources
DSP Group Ltd.
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I have carefully read this letter and I express my consent with the
contents thereof.
I am aware that the terms of wages which have been offered to me above
and those which shall be pertinent for long as I am employed by you are
personal and that this letter constitutes a special personal contract
of employment, which lays down the relations between me and the
Company, and that therefore I confirm that I am aware that no
provisions of any to the agreements will apply to me, and including
collective agreements, between the Company and its employees so long as
this agreement is valid and I undertake to safeguard the secrecy
thereof.
/s/ MOSHE ZELNIK 5/1/99
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SIGNATURE DATE
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I.D.
MOSHE ZELNIK
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NAME
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APPENDIX A TO THE AGREEMENT OF MY EMPLOYMENT WITH
DSP GROUP CO. LTD.
To:
DSP Group Co. Ltd.
5 Shenkar St.
HERZLIA -ON - SEA
Dear Sir/Madam,
Re: UNDERTAKING TO SAFEGUARD SECRECY AND NON-COMPETITIVENESS.
WHEREAS: I seek to be employed by DSP Group Co. Ltd. (a private
registered company No. 51-135472-2 (Hereinafter: "The
Company");
AND WHEREAS: The Company, in the matter of the duty of secrecy and
non-competitiveness in this appendix, also includes the
American holding company of DSP Group Co. Ltd. - DSP
Group, Inc. and also the subsidiary company of DSP Voice
Com. Group Ltd. and the subsidiary company of DSP Group
Inc. - RF Sub Inc.;
AND WHEREAS: During the course of my employment for the Company
information is likely to reach me, in accordance with the
following definition:
Any information which has and/or shall reach me and/or
come to my attention, whether directly and/or indirectly,
during the course of my work or as a result of my work
for the Company, including document (reports, notes and
papers, applications and cheques), drafts, processes,
commercial secrets - including information concerning the
Company's customers, suppliers and business partners
and/or the manufacture or marketing set-up of the Company
or connected to the ties of the Company and/or companies
connected to it, or which control or are controlled or
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affiliated with the Company by virtue of and acting with
any third party whatsoever, including customers,
suppliers, banking institutions, governmental bodies,
private entities, public and quasi public entities of any
kind and sort as well as any financial, business and
commercial information, financial reports and balance
sheets before the publication thereof and any internal
information whatsoever which may influence the value of
the Company's shares - formulae, data, plans, patents,
inventions, discoveries, innovations, improvements,
research, and any methods whatsoever, developments and
scientific and technical, economic, commercial or other
developments, applications for patent, prototypes,
models, pictures, descriptions, sketches, drawings,
photostats or blueprints, notebooks, samples and
documents of schedule, lists, documentation, source and
destination codes, films, recordings and other means of
storage, letters, notes, booklets for note taking,
reports and flow charts, as well as information connected
with the business of the Company in the present and/or
business which the Company is about to engage in (as they
shall be developed by the Company and as described by the
Company in the development plan booklet and its business
plans and in the other explanatory material on behalf of
the Company), and any other thing, and all, whether in
writing or verbally, and provided that it is not in the
public domain or that it has not become in the public
domain as a result of the breach of my undertakings in
accordance with this letter or in accordance with law.
(Hereinafter: "The Information").
AND WHEREAS: The Information, as defined above, also includes
Information of commercial, technical and non-technical,
value, written and non-written, data, systems of note
taking, samples, documents of
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specifications, source and destination codes, processes,
algorithms, computer tapes, recordings and other means of
storage which are to be viewed as intellectual property or
secret material of the Company or of any one of its
predecessors or of the companies connected to it, whether
fully or partially, and including especially without
restriction, computer hardware, programs and computer
software and implementations, matters of prices and
marketing information as well as inventions which are not
restricted in accordance with the definition of invention
as has been determined in the patent laws which are
implemented in Israel or in the U.S.A., and any improvement
or adjustment of that information in question, which has
been developed, sold, or which in respect of which a
license has been given to the Company during the course of
the conducting of the business of the Company, from time to
time, as well as any product in question, whether planned,
developed or attained by or for the Company, directly or
indirectly, and provided that it is not information and/or
a product which is available freely and which constitutes
public domain information or which can be purchased freely
by an independent third party.
AND WHEREAS: As a condition of my employment with the Company and the
receiving of information by me, inter alia, is my
undertaking to safeguard the secrecy and of
non-competitiveness;
THEREFORE, I DECLARE AND UNDERTAKE AS FOLLOWS:
CHAPTER A - SECRECY
1. To keep secret the Information which reaches me or which shall reach me,
or which shall come to my attention, directly or indirectly, during the
course of my employment for the Company and/or my involvement with the
Company,
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absolutely secret, and this without any limitation in time, even after the
conclusion of my employment with the Company.
2. Not to disclose and/or to transfer and/or to sell, whether for
remuneration or not and/or to cause the discovery of Information, whether
directly or indirectly, as well as to take all measures to safeguard the
secrecy of the information and the prevention of the delivery thereof or
of its reaching any third party, person, entity or corporation whatsoever,
excepting for my superiors in the Company or in accordance with their
instructions for the Purpose of the performance of my duties as an
employee of the Company.
3. Not to make any use of the Information, whether fully or partially, for my
needs or for the needs of to others, whether directly or indirectly, which
are not for the purpose of to performance of the jobs imposed upon me as
an employee of the Company in accordance with the instruction of my
superiors in the Company.
Not to make any copies of the information in any manner whatsoever
unless in accordance with the Company's instructions or someone who
is authorized to do so on behalf of the Company.
4. I hereby undertake not to accept any materials whatsoever relating to the
Information or the products, or any equipment from the Company without
receiving the express prior written consent of: (1) the president of the
Company or the managing director, or (2) a person authorized in writing to
do so by the president of the Company or the managing director.
5. Without prejudicing the above said, I am aware that I do not have any
intellectual property right and that I shall not have any intellectual
property right in the Information as defined by this agreement.
5A. I hereby declare to disclose to the Company and/or to those replacing
it and/or to the assignees of the Company, regarding the inventions
which shall be made by me during the period of my employment with the
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Company and/or as a result of my employment with the Company and
connected to my employment with the Company and/or the information,
and I hereby assign any interest that I have or which I may have in
those inventions in favor of the Company and/or those in place of the
Company and/or its assignees, and all this without further
remuneration and provided that I will not be required to bear any
costs whatsoever involved with such assignment as mentioned above.
In the event of my making an invention, which is registered as a
patent, during the course of my employment with the Company or as
result of my employment with the Company, the Company will register
my name in the patent documents as the inventor, provided that it is
convinced, beyond all doubt, that the invention was indeed made by me
and that such registration shall not prejudice its intellectual
property rights and/or other rights of the Company and/or those in
its stead and/or it assignees, for the invention and/or patent as
detailed above.
5B. I hereby undertake, that for so long as I am required to do so,
including after the termination of my employment for any reason
whatsoever, that I will sign on any document, which, in accordance
with the Company's discretion is required for the lodging of an
application or copyright in accordance with the laws of Israel, the
U.S.A. and/or any other foreign country in order to protect the
interests of the Company in the above mentioned invention.
5C. I hereby declare that apart from that as detailed in section 5C.1
below, I do not have any interest in any application or application
for a patent whatsoever and not even for material which is subject to
copyright, patents and applications for patents which presently
belong to me.
5C.1 Existing patent and/or applications for patents pending and/or
activities in research at the stage of lodging for registration of
patent are as follows:
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1.______________________________________________________________
2.______________________________________________________________
3.______________________________________________________________
4.______________________________________________________________
6. I am aware that the forwarding of Information and/or any part thereof
to any third person whatsoever is likely to cause serious damages to
the Company and I hereby undertake that I shall not undertake any
action of transference and/or sale of the Information and/or of the
products developed by the Company and/or existing products and/or
which have been developed whether by myself or in co-operation with
others, including customers of the Company or whether in co-operation
with any third party whatsoever, whether with customers of the
Company or with others.
7. I declare that I am aware, that due to the nature of the Company's
business, it takes upon itself and/or is likely to take upon itself
undertakings with third parties obliging the safeguarding of secrecy
which will also be applicable to its employees, and that the
non-fulfillment of the above undertakings shall, inter alia, be cause
for the breach of the contract between the Company and the third
party. I therefore undertake to fulfil all these undertakings as has
been determined between the Company and the aforesaid third party.
8. I hereby undertake not to harm, whether directly or indirectly, the
reputation of the Company and/or its status amongst its customers in
effect an its potential customers.
9. To keep secret any information relating to aspects of money, fiscal
aspects and economic aspects of the Company's activities, including
ties with banking institutions, customs and excise authorities,
undertakings of the Company and rights toward third parties.
Likewise, I will keep secret
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any information which may reach me and connected with entities such
as the center for investments, the Scientist-in-Chief, accountants
and legal advisors of the Company, etc.
10. In order to eliminate any doubt, it is hereby emphasized that my
undertakings in accordance with sections 1 - 9 above shall remain valid
both during the period of my employment with the Company and after the
termination thereof for whatever reason whatsoever, and shall also bind
my legal representatives, and this without any limitation in time.
11. I agree that any document which I have prepared and/or any Information
which I have attained for the purpose of my work with the Company
and/or my work during the period of my employment with the Company is
the property of the Company, which shall be forwarded to the Company
immediately upon the termination of my employment as detailed below.
Likewise, I hereby undertake to return to the Company any Information,
whether written or in any other form whatsoever, which is in my
possession or which shall be in my possession at any time, and this
immediately upon the termination of my employment for any reason
whatsoever or immediately upon the demand of the Company at any time.
CHAPTER B - NON COMPETITIVENESS
12. Furthermore, and without prejudicing my undertakings in this document
and/or my undertakings imposed upon me in accordance with the law or
according to custom, I hereby undertake not to compete with the Company
in any form or manner whatsoever, by any means of undertaking
whatsoever, whether directly or indirectly, by myself or together with
others, and/or to provide advise of any sort whatsoever to a competing
business and/or to be employed for pay or without pay by a competing
business and/or to be active, whether directly or indirectly in the
management and/or activating and/or planning of a competing business.
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13. I hereby undertake that upon the conclusion of my employment with the
Company for any reason whatsoever, I will not work, whether for wages
or not and/or for the purpose of advising and/or to be directly or
indirectly active in the execution of work and/or service for a
customer of the Company and/or someone who was a customer of the
Company at the time of my employment with the Company.
14. In order to eliminate any doubt I hereby clarify that my undertakings
in accordance with sections 12 - 13 above, shall remain valid during
the period of my employment with the Company and after the termination
thereof for whatever reason whatsoever for the periods as detailed
below:
14A. For a period of one year after the conclusion of my employment, in the
event of my having worked for the Company for a period of more than 6
months;
14B For a period of two years after the conclusion of my employment, in the
event of my having worked for the Company for a period exceeding two
years.
15. I undertake that upon the conclusion of my employment with the Company,
for whatever reason, I shall not lobby and/or attempt to lobby and/or
attain, whether directly and/or indirectly and/or for another and/or
for any undertaking whatsoever with any customer of the Company and/or
someone who was a customer of the Company at the time of my employment
with the Company.
CHAPTER C - MISCELLANEOUS BREACHES
16. In the event of my breaching my undertakings in accordance with this
writ of undertaking, I will be obliged to compensate the Company for
all the damages and expenses caused to the Company as a result of the
breach, and this without derogating from any of the remedies available
to the
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Company against me in accordance with any law as a result of the breach
of my above undertakings.
17. I am aware that the Company has various intellectual property rights,
and the above said shall not prejudice these rights in any manner
whatsoever.
18. The rights of the Company in accordance with this document are
personally negotiable.
19. My undertakings in accordance with this writ, constitute an integral
part of the terms of my employment between me and the Company. My above
undertakings shall not prejudice the undertakings applicable to me in
any way and as an employee of the Company in accordance with the
agreement of employment between me and the Company and/or in accordance
with any law, including collective agreements and/or any custom.
20. My undertakings in accordance with this document cannot be changed and
shall not be brought to an end, fully or partially, unless by virtue of
a document written and signed by an authorized representative on behalf
of the Company.
21. If, for any reason whatsoever, a term of this document is held to be
invalid or unenforceable, the validity and enforceability of the other
provisions of this document shall not be prejudiced.
5/1/99 /s/ MOSHE ZELNIK
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DATE EMPLOYEE'S SIGNATURE
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