MARC TOKAYER
AGREEMENT entered into as of August __, 1994 between MARC TOKAYER
("Employee") and T.T.R. TECHNOLOGIES LTD. (hereafter referred to as the
"Company" or "TTR").
W I T N E S S E T H
WHEREAS, the Company is in the business of developing and marketing
computer software products; and
WHEREAS, TTR Technologies Limited desires to employ Employee as General
Manager responsible for it's operations:
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment
With effect from the effective date (as defined in section 3), TTR
Technologies Limited employs Employee as General Manager and Employee accepts
employment with the Company upon the terms and conditions set forth herein.
2. Duties
2.1 The Employee shall be responsible for all operations of the Company.
2.2 Employee shall devote his full business time and attention to the
Business of the Company and shall perform his duties diligently and promptly for
the benefit of the Company.
2.3 Employee shall report regularly to the Board of Directors of the
Company or as otherwise requested by the Board.
3. Term
3.1 Employee's employment under this Agreement shall commence on October
15, 1994 (the "Effective Date") and shall end on the earlier of: (i) the death
or
disability (as defined herein) of the Employee or termination of Employee's
employment with cause (as defined herein); or (ii) three (3) years from the date
of this Agreement. After the expiration of such initial term (other than for
reasons set forth in clauses (i)), this Agreement shall automatically be renewed
for additional one (1) year periods on the same terms and conditions set forth
herein (unless mutually agreed otherwise), unless either party elects not to
renew the term of this Agreement by giving written notice to the other at least
ninety (90) days before the expiration date.
3.2 For the purpose of this paragraph 3, "disability" shall mean any
physical or mental illness or injury as a result of which Employee remains
absent from work for a period of two (2) successive months, or an aggregate of
two (2) months in any twelve (12) month period. Disability shall occur at the
end of any such period.
3.3 For the purpose of this paragraph 3, "cause" shall exist if Employee
(i) breaches any of the material terms or conditions of this Agreement; (ii)
substantially fails to perform the Employee's areas of responsibility set forth
herein, (iii) engages in willful misconduct or acts in bad faith with respect to
the Company, in connection with and related to the employment hereunder, (iv) is
convicted of a felony, (v) fails to comply with the instructions of the
Company's Board of Directors in a manner materially detrimental to the Company,
provided, that with respect to clauses (i), (ii) and (v), if Employee has cured
any such condition (that is reasonably susceptible to cure) within 30 days of
the advance notice (as defined herein) then "cause" shall be deemed to not
exist. For purposes of this Paragraph 3, "advance notice" shall constitute a
written notice delivered to Employee that sets forth with particularity the
facts and circumstances relied upon by the Company as the basis for cause.
3.4 Upon the termination of the Employee for any reason whatsoever,
other then as set out in s.3.3(iii and iv), the Employee shall be paid, in
addition to any other amounts due and owing under this Agreement or law, a
severence payment equal to twelve (12) months Gross Salary (as defined below)
based on Employee's most recent monthly Gross Salary. Such payment shall be net
of any deductions, including those for income taxes or insurance of any kind.
TTR shall be obligated to pay to the appropriate authority any taxes and
insurance owing by Employee as a result of receipt of such payment.
4. Compensation
4.1 During the term hereof, and subject to the performance of the
services required to be performed hereunder by Employee, the Company shall pay
to the Employee for all services rendered hereunder, a gross salary, payable not
less often than once per month and in accordance with the Company's normal and
reasonable payroll practices, a monthly gross amount of U.S. $5000 (the "Gross
Salary").
The Company shall make all national insurance (Bituach Leumi) payments required
under law in respect of Employee's employment hereunder.
4.2 Translations to Israeli currency shall be calculated on the basis of
the representative rate of exchange published by a daily newspaper in Israel on
the date of payment. The linkage of the Employee's compensation to the US dollar
shall be credited toward any Tosefet Yoker and all other similar wage increases
required to be paid under Israeli Law.
4.3 The Employee shall receive the Gross Salary payable in respect of
periods of the Employee's military reserve duty. The Company shall be entitled
to receive and retain any amounts payable by the National Insurance Institute or
any other agency in respect of such periods.
4.4 The Board shall undertake an evaluation of the Employee's
performance from time to time and may increase the monthly Gross Salary or grant
a performance bonus if it should determine in its absolute discretion that such
increase or bonus is justifiable and appropriate.
4.5 The Company and the Employee will obtain and maintain Manager's
Insurance (Bituach Menahalim) for the exclusive benefit of the Employee in the
customary form. Each of the Company and the Employee shall contribute toward the
premiums payable in respect of such insurance those amounts which would be
recognized under applicable law, but in no event shall such contributed amounts
be more than thirteen and one third percent (13 1/3%) of each monthly Gross
Salary payment for the Company and five percent (5%) of such amount for the
Employee. It is hereby agreed that should the Employee be or become entitled to
severance pay under applicable law, his benefits under said insurance shall be
in lieu thereof and in full and final substitution therefor.
4.6 Employee is entitled to participate in any form of stock option
benefit plan to be established by the Company's majority shareholder and parent
company, TTR Inc., a Delaware company.
4.7 Employee is authorized to incur reasonable expenses for promoting
the Business of the company including expenses for entertainment, travel,
lodging, and similar items. TTR will reimburse Employee promptly for all such
expenses upon presentation by the Employee, of an itemized amount of
expenditures.
4.8 Company shall provide Employee with use of an automobile and Company
shall pay for registration, gas, maintenance and insurance.
5. Vacation
Employee shall be entitled to 20 working days of paid vacation during
each year that this Agreement is in effect, to be taken at times as agreed upon
by the parties. In addition, Employee shall be entitled to paid vacation for
each of the middle days (Hol Ha'moed) of the Jewish Festivals of Passover
(Pesach) and Succot for the duration of, and during any renewal period, that
this Agreement is in effect.
6. Secrecy and Nondisclosure
Employee shall treat as secret and confidential all of the processes,
methods, formulas, procedures, techniques, software, designs, data, and other
information which are not of public knowledge or record pertaining to the
Company's and any affiliate's business (existing, potential, and future),
including without limitation, all business information relating to customers and
supplies and products of which Employee becomes aware during and as a result of
employment with the Company, and Employee shall not disclose, use, publish, or
in any other manner reveal, directly or indirectly, at any time during and after
the term of this Agreement, any such information detailed herein. The obligation
hereunder shall survive the termination or expiration of this Agreement.
7. Non-Competition
7.1 During the term of this Agreement (and any renewal thereof) and for
a term of one (1) year after Employee ceases to be employed by the Company,
Employee will not, directly or indirectly, for his own account or as an
employee, officer, director, partner, joint venturer, shareholder, investor,
consultant or otherwise (except as an investor in a corporation whose stock is
publicly traded and in which Employee holds less than 5% of the outstanding
shares) interest himself or engage, directly or indirectly, in the design,
development, production, sale or distribution of any product or component that
directly or indirectly competes with a product or component (i) then being
designed, produced, sold or distributed by the Company or any of its affiliates
(ii) or to which the Company or any of its affiliates shall have proprietary
rights.
7.2 Employee agrees that during a period of one (1) year from the
termination of this Agreement or any extensions thereof, he shall not directly
or indirectly employ any individual employed by the Company at the time that
Employee's employment with the Company is terminated.
7.3 Employee acknowledges that the restricted period of time and
geographical location specified under this paragraph 7 are reasonable, in view
of the
nature of the business in which the Company is engaged and Employee's knowledge
of the Company's business and products. If such period of time or geographical
location should be determined to be unreasonable in any judicial proceeding,
then the period of time and area of restriction shall be reduced so that this
Agreement may be enforced in such area and during such period of time as shall
be determined to be reasonable by such judicial proceeding.
8. Development Rights
The Employee agrees and declares that all proprietary information
including but not limited to trade secrets, know-how, patents and other rights
in connection therewith developed by or with the contribution of Employee's
efforts during his employment with the Company shall be the sole property of the
Company.
9. Employee Representations
The Employee represents and warrants to the Company that the execution
and delivery of this Agreement and the fulfillment of the terms hereof (i) will
not constitute a breach of any agreement or other instrument to which he is
party, (ii) does not require the consent of any person, and (iii) shall not
utilize during the term of his employment any proprietary information of any
third party, including prior employers of the Employee.
10. Benefit
This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns, including any subsidiary or affiliated
entity.
11. Entire Agreement
This Agreement constitutes the entire understanding and agreement
between the parties, and supersedes any and all prior discussions and agreements
and correspondence, and may not be amended or modified in any respect except by
a subsequent writing executed by both parties.
12. Notices
All notices and other communications to any party shall be given or made
in writing and telecopied, faxed, mailed or delivered by hand at the address set
out in the caption of this Agreement or to such address as either party may
specify from time to time. Such notice or other communication shall be
effective, (i) if given by telecopier or fax, when such copy is transmitted to
the number specified herein and the
appropriate answer back is received or (ii) if given by any other means, when
delivered at the address specified.
14. Applicable Law
This Agreement, its validity, construction and effect shall be governed
by and construed under the laws of the State of Israel, without giving effect to
principles of conflict of laws thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly signed by
the date stated above.
T.T.R. TECHNOLOGIES LTD.
By: MARC TOKAYER
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MARC TOKAYER
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MARC TOKAYER