Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1st day of November,
2002, is entered into by ParthusCeva, Ltd. with its principal place of business
at 5 Shenkar Street, Herzelia, Israel 46120 (the "Company"), and Bat Sheva
Ovadia, residing in Israel (the "Employee").
The Company desires to employ the Employee, and the Employee desires to be
employed by the Company and perform certain services for its parent,
ParthusCeva, Inc. (the "Parent"). In consideration of the mutual covenants and
promises contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties to this Agreement, the parties agree as follows:
1. Term of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on the date hereof and until
terminated in accordance with the provisions of Section 4 (such period, the
"Employment Period").
For purposes of determining Employee's eligibility for benefits, Employee
shall be treated as if he or she had been continuously employed with employer
commencing with employee's date of hire with DSP Group.
The Company reserves the right to pay the Employee's salary in lieu of any
period of notice required to be given hereunder and both parties may waive
their right to such notice period.
2. Title; Capacity. The Employee shall serve as Chief Scientist--DSP
Technologies of the Parent or in such other reasonably comparable position as
the Company, Parent or Parent's Board of Directors (the "Board") may determine
from time to time. The Employee shall be based at the Company's offices in
Herzliya, Israel. The Employee shall be subject to the supervision of, and
shall have such authority as is delegated to the Employee by, the Board or such
officer of the Parent as may be designated by the Board.
The Employee hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such position and such other duties and
responsibilities as the Board or its designee shall from time to time
reasonably assign to the Employee. The Employee agrees to devote her entire
business time, attention and energies to the business and interests of the
Company and Parent during the Employment Period. The Employee agrees to abide
by the rules, regulations, instructions, personnel practices and policies of
the Company and/or Parent and any changes therein which may be adopted from
time to time.
3. Compensation and Benefits.
3.1 Salary. The Company shall pay the Employee, in periodic installments
in accordance with the Company's customary payroll practices, an annual base
salary of One Hundred Thousand U.S. Dollars (US$ 100,000) commencing on the
Commencement Date. Such
salary shall be subject to increase but not decrease thereafter as
determined by the Compensation Committee of the Parent, at any time.
Compensation shall be reviewed no less frequently than annually, but the
Compensation Committee shall have no obligation to make any adjustment in
any such review.
3.2 Provisions Applicable Only if Employee's Primary Place of Employment
is Israel. The customary working hours at the Company are 43 hours a week
and the customary working days are Sunday through Thursday. Since Employee's
job is one requiring personal trust, as defined in the Hours of Work and
Rest Law, 5711 - 1951, the provisions of this law shall not apply to
Employee. From time to time, according to the requirements of Employee's
job, Employee will be requested to work in excess of the customary working
hours and on Fridays. In such cases Employee will not be paid an increment
for overtime. Employee must inform the Company immediately upon Employee's
receipt of notice for active reserve duty. Employee's salary for the reserve
duty period will be paid to Employee in full as provided herein for the
duration of the Agreement, subject to confirmation of Employee's active
reserve duty.
3.3 Fringe Benefits. The Employee shall be entitled to participate in
all bonus and benefit programs that the Company establishes and makes
available to its employees, if any, to the extent that Employee's position,
tenure, salary, age, health and other qualifications make her eligible to
participate, including, but not limited to, benefits as required by the laws
of Israel or currently offered to the Employee by the Company as indicated
on Schedule A to this Agreement.
3.4 Reimbursement of Expenses. The Company shall reimburse the Employee
for all reasonable travel, entertainment and other expenses incurred or paid
by the Employee in connection with, or related to, the performance of her
duties, responsibilities or services under this Agreement, in accordance
with policies and procedures, and subject to limitations, adopted by the
Company from time to time.
3.5 Withholding. All salary, bonus and other compensation payable to the
Employee shall be subject to applicable withholding taxes.
4. Termination of Employment Period. The employment of the Employee by the
Company pursuant to this Agreement shall terminate upon the occurrence of any
of the following:
4.1 At the election of the Company, for Cause as defined in clause (a)
below, upon 6 months written notice by the Company to the Employee, which
notice shall identify the Cause upon which the termination is based, and
opportunity for the Employee to be heard. No notice shall be required for
termination for Cause as defined in clauses (b), (c), (d), or (e) below,
except to the extent that notice is required by law in the jurisdiction in
which the Employee is employed. For the purposes of this Section 4.1,
"Cause" shall mean (a) a good faith finding by the Board that the Employee
has failed to perform her reasonably assigned duties for the Company or
Parent and has failed to remedy such failure within 15 days following
written notice from the Company to the Employee notifying her of such
failure, (b) the Employee has willfully engaged in illegal conduct or gross
misconduct which is materially and demonstrably injurious to
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the Company and/or Parent, (c) the conviction of the Employee of, or the
entry of a pleading of guilty or nolo contendere (or any analogous
proceeding) by the Employee to, any crime involving moral turpitude or any
felony; (d) the Employee is adjudicated bankrupt or makes any arrangement or
composition with the Employee's creditors; or (e) the Employee becomes of
unsound mind or is committed as patient for the purposes of any legislation
relating to mental health.
4.2 At the election of the Employee, for Good Reason (as defined below),
immediately upon written notice by the Employee to the Company, which notice
shall identify the Good Reason upon which the termination is based. For the
purposes of this Section 4.2, "Good Reason" for termination shall mean the
occurrence, without the Employee's written consent, of any of the events or
circumstances set forth in clauses (a) through (e) below. Notwithstanding
the occurrence of any such event or circumstance, such occurrence shall not
be deemed to constitute Good Reason if such event or circumstance has been
fully corrected and the Employee has been reasonably compensated for any
losses or damages resulting therefrom (provided that such right of
correction by the Company shall only apply to the first notice of
termination for Good Reason given by the Employee) within 15 days following
written notice from the Employee to the Company notifying the Company of
such event.
(a) the assignment to the Employee of duties inconsistent in any material
respect with the Employee's position (including status, offices, titles and
reporting requirements), authority or responsibilities, or any other action
or omission by the Company or Parent which results in a material diminution
in such position, authority or responsibilities;
(b) a reduction in the Employee's annual base salary as set forth in
Section 3.1 or as may be increased from time to time in accordance with
Section 3.1, except for a comparable reduction in salary affecting all
similarly situated employees;
(c) the failure by the Company to (i) continue in effect any material
compensation or benefit plan or program (including without limitation any
life insurance, medical, health and accident or disability plan and any
vacation or automobile program or policy) (a "Benefit Plan") in which the
Employee participates or which is applicable to the Employee, unless an
equitable arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan or program, (ii) continue the
Employee's participation therein (or in such substitute or alternative
plan), or in any option plan of the Company or Parent, on a basis not
materially less favorable, both in terms of the amount of benefits provided
and the level of the Employee's participation relative to other
participants, than the basis existing on the date hereof or as may be agreed
from time to time by the Company and the Employee or (iii) award cash
bonuses to the Employee in amounts and in a manner substantially consistent
with awards to other members of the senior management team in light of the
Employee's title and responsibilities;
(d) a change by the Company in the location at which the Employee
performs her principal duties for the Company to a new location that is both
(i) outside a radius of 60 kilometers from the Employee's principal
residence and (ii) more than 35 kilometers from the location at which the
Employee performs her principal duties for the Company; or
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(e) any material breach by the Company of this Agreement.
For purposes of this Agreement, the Employee's right to terminate her
employment for Good Reason shall not be affected by her incapacity due to
physical or mental illness.
4.3 Upon the death of the Employee.
4.4 At the election of the Company upon determination by the Board, with
not less than 30 days prior written notice, or at the election of the
Employee, with not less than 6 months prior written notice, provided that
solely for purposes of Section 5.2(b) the date of termination shall be the
date such written notice is received by the Employee or the Company, as the
case may be.
5. Effect of Termination.
5.1 Change in Control. Notwithstanding any provisions hereof to the
contrary, in the event that the at-will employment relationship is
terminated by the Employee for Good Reason (as defined in Section 4.2) or by
the Company, or any acquiring or succeeding corporation, without Cause (as
defined in Section 4.1) within 12 months after a Change in Control (as
defined below), the provisions of Section 5.2(b) shall apply.
"Change in Control" shall mean the consummation of a merger,
consolidation, reorganization, recapitalization or share exchange involving
the Parent, a transaction involving the sale of the voting stock of the
Parent or a sale or other disposition of all or substantially all of the
assets of the Parent in one or a series of transactions (a "Business
Combination"), unless, immediately following such Business Combination, all
or substantially all of the individuals and entities who were the beneficial
owners of the Common Stock of the Parent immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then-outstanding securities entitled to vote
generally in the election of directors of the resulting or acquiring
corporation in such Business Combination in substantially the same
proportions as their ownership of the Common Stock of the Parent immediately
prior to such Business Combination.
5.2 Payments Upon Termination.
(a) In the event the Employee's employment is terminated by the Company
pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to
Section 4.4, the Company shall pay to the Employee the compensation and
benefits otherwise payable to her under Section 3 through the last day of
her actual employment by the Company, including, but not limited to, any
bonus awarded prior to the date of termination that is attributable to the
period of employment, even if such bonus is payable after the date of
termination. Notwithstanding the date of termination of actual employment of
the Employee, in the event that the Employee's employment is terminated by
the Employee pursuant to Section 4.4, the Employee shall be entitled to
compensation and benefits hereunder through the termination of the notice
period. In addition, in the event that the Employee's employment is
terminated by the Company pursuant to
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Section 4.3, the vesting of any options granted to the Employee by the
Parent shall accelerate in full.
(b) In the event the Employee's employment is terminated by the Employee
pursuant to Section 4.2 or by the Company (including by an acquiring or
succeeding corporation following a Change in Control) pursuant to Section
4.4, (i) the Company shall pay to the Employee an amount equal to the
compensation to which the Employee would otherwise have been entitled had
the Employee remained employed by the Company for 2 years after such
termination (based on the Employee's salary as in effect on the date of
termination), (ii) the Company shall continue to provide to the Employee
medical and pension benefits for two years after such termination and any
other benefits as the Company is required to do so by the laws of the
jurisdiction in which the Employee is employed (to the extent such benefits
can be provided to non-employees, or to the extent such benefits cannot be
provided to non-employees, then the cash equivalent thereof), and (iii) the
vesting of any options granted to the Employee by the Parent. shall
accelerate in full. The payment to the Employee of the amounts payable under
this Section 5.2(b) shall (i) be contingent upon the execution by the
Employee of a release in a form reasonably acceptable to the Company and
(ii) constitute the sole remedy of the Employee in the event of a
termination of the Employee's employment in the circumstances set forth in
this Section 5.2(b).
5.3 Survival. The provisions of Sections 5.1, 5.2(b) and 6 shall survive
the termination of this Agreement.
6. Non-Competition and Non-Solicitation; Proprietary Information and
Developments.
The Employee shall execute, simultaneously with the execution of this
Agreement, or otherwise upon the request of the Company, the Company's
customary form of non-disclosure and assignment of inventions agreement and
non-competition and non-solicitation agreement.
7. Other Agreements. The Employee represents that her performance of all
the terms of this Agreement and the performance of her duties as an employee of
the Company do not and will not breach any agreement with any prior employer or
other party to which the Employee is a party (including without limitation any
nondisclosure or non-competition agreement). Any agreement to which the
Employee is a party relating to nondisclosure, non-competition or
non-solicitation of employees or customers is listed on Schedule B attached
hereto.
8. Miscellaneous.
8.1 Notices. Any notices delivered under this Agreement shall be deemed
duly delivered: (i) upon being hand delivered; (ii) six business days after
it is sent by registered or certified mail, return receipt requested,
postage prepaid; or (iii) one business day after it is sent for
next-business day delivery via a reputable international overnight courier
service, in each case to the address of the recipient set forth in the
introductory paragraph hereto. Either party
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may change the address to which notices are to be delivered by giving notice
of such change to the other party in the manner set forth in this Section
8.1.
8.2 Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the
plural, and vice versa.
8.3 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement,
except for those agreements expressly referenced in this Agreement
(including the Company's non-disclosure and assignment of inventions
agreement and non-competition and non-solicitation agreement referenced in
Section 6).
8.4 Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Employee.
8.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel (without reference to the
conflicts of laws provisions thereof). Any action, suit or other legal
proceeding arising under or relating to any provision of this Agreement
shall be commenced only in a court of the State of Israel, and the Company
and the Employee each consents to the jurisdiction of such a court. The
Company and the Employee each hereby irrevocably waive any right to a trial
by jury in any action, suit or other legal proceeding arising under or
relating to any provision of this Agreement.
8.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which, or into which, the Company
may be merged or which may succeed to the Company's assets or business,
provided, however, that the obligations of the Employee are personal and
shall not be assigned by her.
8.7 Waivers. No delay or omission by the Company in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a bar or
waiver of any right on any other occasion.
8.8 Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.
8.9 Severability. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
8.10 Collective Agreements. There are no collective agreements affecting
the terms and conditions of employment of the Employee.
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THE EMPLOYEE ACKNOWLEDGES THAT SHE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
PARTHUSCEVA, LTD.
By: /s/ Eliyahu Ayalon
---------------------------------
Eliyahu Ayalon
Chief Executive Officer
EMPLOYEE
/s/ Bat Sheva Ovadia
-------------------------------------
Bat Sheva Ovadia
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SCHEDULE A
Fringe Benefits
Holidays and Vacation: In addition to all public holidays, Employee will
be entitled to 30 days annual leave during each
completed calendar year, which includes any
shut-down period that may occur at Christmas or
Easter, holidays to be taken by pre-arrangement
with the Company.
Accumulated Vacation
and Sick Days:
Performance Bonus: Employee will be entitled to such bonuses as may
be awarded by the Compensation Committee of the
Board of Directors of the Company in its sole
discretion.
The following provisions apply only if the Employee's primary place of
employment is Ireland:
Pension Program: The Company will contribute to a pension plan
equivalent to 10% of Employee's salary, providing
retirement, death, disability and other benefits.
Employee may make further personal contribution
up to an additional 15% of gross salary. Such
contributions are fully tax deductible at
Employee's higher rate of tax.
VHI: The Company operates a group VHI scheme which
offers Plan B to all employees employed in
Ireland. Contributions are made directly by the
Company.
Sick Leave: Employee is entitled to sick leave in accordance
with the terms as authorized from time to time by
the Company.
The following provisions apply only if the Employee's primary place of
employment is Israel:
Pension Fund: The Company will allocate to the pension fund, a
provident fund or to Manager's Insurance, as
Employee shall choose, out of the salary as
specified in Section 3 of the Agreement, up to
the maximum allowed by law, in accordance with
the following breakdown:
(i) 8.33% of the salary on account of severance
pay--at the Company's expense;
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(ii) 5% of the salary on account of benefits - at
the Company's expense;
(iii) 5% of the salary on account of benefits -
at Employee's expense; and
(iv) Inability to work insurance at the Company's
expense and in accordance with the Company's
procedures.
The Company's allocations to Manager's Insurance
are made in lieu of any other obligation to pay
severance or make allocations to a pension fund.
Employee's agreement to the allocation made in
this section absolves the Company from the need
to contact the Minister of Labor in order to
obtain her approval in accordance with clause 14
of the Severance Pay Law. However, should the
need arise to contact the Minister of Labor and
obtain a suitable permit, Employee's signature on
this Agreement shall constitute Employee's
consent allowing the Company to contact the
Minister of Labor in Employee's name in order to
obtain a permit. If, in the future, the Company
is compelled by law and/or by an order of
expansion that applies to the entire economy, to
allocate funds to an arrangement or to a
comprehensive or other pension fund, this
allocation will be made to the new arrangement or
fund that will be in force instead of the
arrangement in this agreement, unless subject to
the regulations of the appropriate fund.
Sick Leave: Employee shall be entitled to 30 days of sick
leave per year, with a maximum accumulation of 90
days of sick leave. Employee's entitlement to
sick leave is conditioned upon proper medical
certification of an illness. Employee shall not
be entitled to receive pay in lieu of taking sick
leave.
Study Fund: During the period of Employee's employment at the
Company, the Company will make allocations to a
Study Fund in the amount of 7.5% of Employee's
salary up to the maximum allowed by law, at the
Company's expense, and 2.5% of Employee's salary
up to the maximum allowed by law, at the
Employee's expense.
Car: Employee will be given the use of a Company car
as of the commencement of Employee's employment.
All expenses for the car will be paid by the
Company, apart from a payment for the value of
the use of the car, which will be paid by
Employee, and will be deducted by the Company
from Employee's monthly salary.
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SCHEDULE B
Prior Agreements
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