EXHIBIT 10.27
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of June, 1996 by and
between DSP Semiconductors Ltd., of Givat Shmuel , a company existing under the
laws of the State of Israel (hereinafter the "Company"), and Moshe Shahaf of 17
Beresheet Street, Givatayim, Israel (hereinafter "Shahaf"), effective as of the
1st day of June, 1996 (the "Effective Date").
RECITAL
The Company desires to employ Shahaf and to avail itself of Shahaf's talents
and abilities, and Shahaf desires to be employed by the Company, subject to the
terms of and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. EMPLOYMENT DUTIES
1.1. SHAHAF'S DUTIES
1.1.1. Shahaf shall perform the responsibilities of the Vice President of
R & D and Chief Technology Officer of the Company, and any
responsibilities incidental thereto, all such, as stated, to be
commensurate with his background, education, experience and
professional standing. Shahaf shall devote his full productive time,
attention, energy, and skill to the business of the Company during
the Employment Term set forth below. Shahaf shall not become engaged
in any other occupation whether for compensation or not while
employed hereunder, without the express written consent of the
Company's Board of Directors.
1.1.2. Shahaf acknowledges that his employment with the Company will
require frequent travel spanning extended periods outside Israel.
Furthermore, Shahaf agrees to extensive world-wide travel under his
employment with the company.
1.1.3. Shahaf understands and acknowledges that as his position is a
senior managerial position in substance, as defined in the Work and
Rest Hours Law, 1951, and requires a high level of trust, the
provisions of said law shall not apply to Shahaf and Shahaf agrees
that he may be required to work beyond the regular working hours of
the Company, for no additional compensation other than as specified
in this Agreement.
1.1.4. Shahaf agrees and undertakes throughout the Employment Term not to
receive any payment, compensation or any other benefit from any
third party directly related to his employment hereunder or to the
Company or its parent company, DSP Group, Inc.
1.1.5. Shahaf agrees and undertakes not to perform any act or to omit to
perform any act which may breach his fiduciary duty to the Company
or its parent company, DSP Group, Inc. or which may place him in a
position of conflict of interest with the objectives of the Company
or its parent company, as the case may be. In addition, Shahaf
agrees and undertakes to promptly inform the Company and its parent
company, DSP Group, Inc., of any such matter which may place him in
such a situation of potential conflict of interest.
2. TERM
This Employment Agreement commenced as of the Effective Date and shall
continue indefinitely, unless sooner terminated under the terms of the
Agreement. As used herein, the term "Employment Term" refers to the entire
period of employment of Shahaf under this Agreement, beginning June 1, 1996.
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3. COMPENSATION
Shahaf shall be compensated as follows:
3.1. FIXED SALARY
3.1.1. Shahaf shall receive a fixed monthly Gross Salary of NIS 31,000
(the "Gross Salary"), payable on a monthly basis. The Gross Salary
shall be adjusted monthly to the Consumer Price Index (the "Index").
The Gross Salary shall be adjusted to the monthly increase of the
last published Index, in comparison to the last published Index
known at the time of execution of this Agreement.
3.1.2. It is hereby agreed by the parties that the Gross Salary
adjustments according to the Index, shall be deemed to include any
adjustments for Cost of Living Increase ("Tosefet Yoker") that apply
to Shahaf as an employee, unless such adjustment to the Cost of
Living Increase shall be higher than the adjustment to the last
published Index in any given month, in which case the Index
adjustments shall be in respect of the Tosefet Yoker alone.
3.2. BONUS
During the Employment Term, the Board of Directors shall consider
granting Shahaf an annual bonus.
3.3. VACATION
Shahaf shall accrue paid vacation at the rate of 22 business days for
each twelve (12) months of employment. Shahaf may not accumulate his
vacation days for more than twenty-four (24) months of employment.
3.4. SICK LEAVE
Shahaf shall accrue sick leave at the same rate generally available to
the Company's employees according to the provisions of the Sick Pay
Law-1976 and subject to Shahaf producing the required medical
certificates.
3.5. BENEFITS
3.5.1. During the term of Shahaf's employment, Shahaf shall be entitled
to Manager's Insurance (Bituach Minhalim) in an amount equal to
15.83% of the Gross Salary, which shall be paid monthly to said
Manager's Insurance Plan directly by the Company. The insurance
shall be allocated as follows: (i) 8.33% in respect of severance
compensation, (ii) 5% in respect of pension and (iii) 2.5% of the
Gross Salary in respect of disability. An additional 5% of the Gross
Salary shall be deducted by the Company from the monthly payment of
Shahaf's salary as Shahaf's contribution to said Manager's
Insurance.
3.5.2. The Manager's Insurance policy provided for Shahaf's benefit shall
be registered in the Company's name. The contributions to the
Manager's Insurance Policy shall be paid by the Company in lieu of
any other legal obligation to make payments on account of severance
or pension in respect of Shahaf's employment during the Employment
Term. Should the provisions made for severance pay not cover the
amount owed by the Company to Shahaf by law, then the Company shall
pay Shahaf the difference, all in accordance with Israeli law.
Shahaf's agreement to the last two sentences shall exempt the
Company from the requirement to apply to the Minister of Labor and
Welfare for an approval under Section 14 of the Severance Pay Law;
however, should such application be deemed necessary, Shahaf's
signature hereupon shall be deemed his consent to the Company's
application in Shahaf's name in such matter.
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3.5.3. The sums accumulated in the Manager's Insurance policy shall be
transferred to Shahaf upon termination of his employment hereunder,
unless Shahaf has committed an act in breach of Shahaf's fiduciary
duty towards the Company or its parent company, DSP Group, Inc., as
determined solely by the Company.
3.5.4. The Company shall provide and pay Shahaf Recreation Funds (Dmai
Havra'ah) at the rate required by law and regulations.
3.5.5. The Company shall contribute to a Continuing Education Fund chosen
by it for the benefit of Shahaf in an amount equal to 7.5% of his
Gross Salary per month subject to Shahaf's contribution of an
additional 2.5% of his Gross Salary per month.
3.5.6. The Company shall provide Shahaf with a car for use in connection
with his employment and for personal reasonable use. The Company
shall bear all expenses due to use and maintenance of the car, in
the same fashion as is customary with the Company.
3.5.7. The Company shall provide Shahaf with a telephone in his private
residence solely for use in connection with his employment with the
Company, and shall bear the expense of the telephone bills, subject
to timely presentation of such bills by Shahaf to the Company.
3.5.8. Within sixty (60) days of the date hereof, the Company shall
provide Shahaf with directors and officers' liability insurance as
is customary at the Company.
4. EXPENSES
The Company shall reimburse Shahaf for his normal and reasonable expenses
incurred for travel, entertainment and similar items in promoting and
carrying out the business of the Company in accordance with the Company's
general policy, in effect from time to time. As a condition of
reimbursement, Shahaf agrees to provide the Company with copies of all
available invoices and receipts, and otherwise account to the Company in
sufficient detail to allow the Company to claim an income tax deduction for
such paid item, if item is deductible. Reimbursement shall be made on a
monthly, or more frequent, basis.
5. COVENANT NOT TO COMPETE
Shahaf agrees that during the Employment Term as Vice President of R & D and
Chief Technology Officer of the Company, he is and shall be in a position of
special trust and confidence and will have access to confidential and
proprietary information about the Company's business and plans. Shahaf
agrees that he will not directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder, corporate
officer, director, or in any similar individual or representative capacity,
engage or participate in any business and any future Company's business
during the term of employment, including projects under consideration by the
Company at the time of termination during the term of his employment, or in
the event of a Termination For Cause (as defined below) of employment for a
period of two (2) years thereafter, or in the event of a termination not for
cause for a period of twelve (12) months.
For the purposes of this Section 5, the term "Company" shall mean any
subsidiaries, any other affiliates and its parent company.
6. CONFIDENTIALITY AND TRADE SECRETS
6.1. KNOW-HOW AND INTELLECTUAL PROPERTY
It is understood that the Company has developed or acquired and will
continue to develop or acquire certain products, technology, unique or
special methods, manufacturing and assembly processes and techniques,
trade secrets, written marketing plans and customer arrangements, and
other proprietary rights and confidential information which are not in
the public domain, and
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shall during the Employment Term continue to develop, compile and acquire
said items (all hereinafter collectively referred to as the "Company's
Property"). It is expected that Shahaf will gain knowledge of and utilize
the Company's Property during the course and scope of his employment with
the Company, and will be in a position of trust with respect to the
Company's Property.
6.2. COMPANY'S PROPERTY
It is hereby stipulated and agreed that the Company's Property shall
remain the Company's sole property. It is further stipulated and agreed
by the parties, as a material inducement for the Company having entered
into this Agreement and remaining a party hereto (subject to any early
termination hereof by the Company), that Shahaf shall be bound by the
Confidential Disclosure and Non-Use Agreement appended hereto as APPENDIX
A.
In the event that Shahaf's employment is terminated, for whatever
reason, Shahaf agrees not to copy, make known, disclose or use, any of
the Company's Property. Without derogating from the Company's rights
under the law of torts, Shahaf further agrees not to endeavor or attempt
in any way to interfere with or induce a breach of any prior contractual
relationship that the Company may have with any employee, customer,
contractor, supplier, representative, or distributor for a period of two
(2) years from the date of any termination of Shahaf's employment with
the Company for any reason whatsoever. Shahaf agrees, upon termination of
employment, to deliver to the Company all confidential papers, documents,
records, lists and notes (whether prepared by Shahaf or others)
comprising or containing the Company's Property, without retaining any
copies thereof, and any other property of the Company.
It is hereby agreed that a breach of Sections 5 and 6 including Appendix
A hereto shall be considered as a material breach of this Agreement.
For the purposes of this Section 6, the term "Company" shall also mean
any subsidiaries, any other affiliates and its parent company.
7. TERMINATION
7.1. GENERAL
Either party may terminate this Agreement, without cause, upon ninety
(90) days advance written notice to the other party.
7.2. TERMINATION FOR CAUSE
The Company may immediately terminate Shahaf's employment at any time
for Cause. Termination for Cause shall be effective from the receipt of
written notice thereof to Shahaf. "Cause" means: (i) material neglect of
his duties or a material violation of any of the provisions of this
Agreement, which continues after written notice and a reasonable
opportunity (not to exceed seven (7) days) in which to cure; (ii)
conviction of any felonious offense; or (iii) intentionally imparting
confidential information relating to the Company or its business to third
parties, other than in the course of carrying out his duties hereunder.
The Company's exercise of its rights to terminate with Cause shall be
without prejudice to any other remedy it may be entitled at law, in
equity, or under this Agreement.
8. EMPLOYEE OPTION PLAN
Subject to the approval of the Board of Directors of DSP Group, Inc. and
subject to the terms and conditions to the DSP Group Inc.'s Employee Option
Plan for employees of the Company, Shahaf shall be entitled to receive up to
70,000 shares of the Common Stock of DSP Group, Inc. The vesting schedule of
said options shall be as follows: 25% of the shares will vest at the end of
the 1st year from the date of grant of said options and the number of shares
equal to 6.25% shares will vest at the end of
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each 3 month period thereafter. The exercise price shall be decided by the
Company's Board of Directors on the date of the grant of said options.
9. CORPORATE OPPORTUNITIES
In the event that during the Employment Term, any business opportunity
related to the Company's business shall come to Shahaf's knowledge, Shahaf
shall promptly notify the Company's Board of Directors of such opportunity.
Shahaf shall not appropriate for himself or for any other person other than
the Company, any such opportunity, except with the express written consent
of the Board of Directors, in advance. Shahaf's duty to notify the Company
and to refrain from appropriating all such opportunities shall neither be
limited by, nor shall duty limit, the application of the general law of
Israel relating to the fiduciary duties of an agent or employee.
10. RESERVE DUTY
Immediately upon receipt of a notice of reserve duty, Shahaf shall report
such notice to the Company's Board of Directors. Upon Shahaf's return from
reserve duty, Shahaf shall deliver to the Company appropriate confirmation
of reserve duty served from his military unit, against which the Company
shall pay Shahaf his regular compensation package with respect to the period
served.
11. MISCELLANEOUS
11.1. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matters herein, and
supersedes and replaces any prior agreements and understandings,
whether oral or written between them with respect to such matters. The
provisions of this Agreement may be waived, altered, amended or
repealed in whole or in part only upon the written consent of both
parties to this Agreement.
11.2. NO IMPLIED WAIVERS
The failure of either party at any time to require performance by the
other party of any provision hereof shall not affect in any way the
right to require such performance at any time thereafter, nor shall
the waiver by either party of a breach of any provision hereof be
taken or held to be a waiver of any subsequent breach of the same
provision or any other provision.
11.3. PERSONAL SERVICES
It is understood that the services to be performed by Shahaf hereunder
are personal in nature and the obligations to perform such services
and the conditions and covenants of this Agreement cannot be assigned
by Shahaf. Subject to the foregoing, and except as otherwise provided
herein, this Agreement shall inure to the benefit of and bind the
successors and assigns of the Company.
11.4. SEVERABILITY
If for any reason any provision of this Agreement shall be determined
to be invalid or inoperative, the validity and effect of the other
provisions hereof shall not be affected thereby, provided that no such
severability shall be effective if it causes a material detriment to
any party.
11.5. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Israel.
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11.6. NOTICES
All notices, requests, demands, instructions or other communications
required or permitted to be given under this Agreement or related to
it shall be in writing and shall be deemed to have been duly given
upon delivery, if delivered personally, or if given by prepaid
telegram, or mailed first-class postage prepaid, registered or
certified mail, return receipt requested, shall be deemed to have been
given five (5) days after such delivery, if addressed to the other
party at the addresses as set forth on the signature page below.
Either party hereto may change the address to which such
communications are to be directed by giving written notice to the
other party hereto of such change in the manner above provided.
11.7. MERGER, TRANSFER OF ASSETS, OR DISSOLUTION OF THE COMPANY
This Agreement shall not be terminated by any dissolution of the
Company resulting from either merger or consolidation in which the
Company is not the consolidated or surviving Company or a transfer of
all or substantially all of the assets of the Company. In such event,
the rights, benefits and obligations herein shall automatically be
assigned to the surviving or resulting company or to the transferee of
the assets.
11.8. NO CONFLICTING AGREEMENTS
Shahaf declares that he is not bound by any agreement, understanding
or arrangement according to which the execution of and compliance with
this Agreement may constitute a breach or default.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
DSP Semiconductors Ltd.
By: /s/ ELI AYALON /s/ MOSHE SHAHAF
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Eli Ayalon Moshe Shahaf
Title: CEO AND PRESIDENT
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