EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of August 15, 2003 (the "Effective Date"), is
entered into between Continental Information Systems Corporation, a New York
corporation (hereinafter the "Company"), and Guy Zahavi (hereinafter the
"Executive").
WHEREAS, the Executive is to be employed by the Company as its Chief
Executive Officer and will serve as a director on the Company's Board of
Directors, and
WHEREAS, the Company wishes to employ the Executive due to his experience
in the software industry, and the Executive will agree to accept employment upon
the following terms and conditions.
NOW THEREFORE, in consideration of the mutual promises set forth herein and
other good and valuable consideration, it is mutually agreed as follows:
1. Employment; Duties; Term; Extent of Services
--------------------------------------------
(a) Employment.
---------- The Company hereby employs the Executive, and the
Executive agrees to serve the Company as its Chief Executive Officer, Chief
Financial Officer and Secretary, subject to the terms and conditions hereinafter
set forth.
(b) Duties.
------ In his capacities as Chief Executive Officer, Chief
Financial Officer and Secretary, the Executive will perform such duties on
behalf of the Company consistent with those positions of Chief Executive
Officer, Chief Financial Officer and Secretary recognizing that the Company is
in a winding down stage and has no on-going operation. The Executive will also
serve as a member of the Board of Directors of the Company and agrees to abide
by the rules, regulations, instructions, personnel practices and policies of the
Company and any changes therein which may be adopted and delivered to the
Executive from time to time by the Board of Directors of the Company.
(c) Term.
---- The term of employment of the Executive shall be from the
Effective Date until the first anniversary thereof, subject to earlier
termination upon the terms and conditions hereinafter set forth (such period, as
it may be extended, is referred to in this Agreement as the "Employment
Period").
(d) Extent of Services.
------------------ During the Employment Period, the Executive
will devote such amount of his time and attention (which will be less than his
full time) to the performance of his duties under this Agreement, as Executive
deems necessary or appropriate. Nothing herein shall prevent the Executive from
holding other employment positions, serving charities, making personal
investments and pursuing similar interests of a personal nature, so long as it
does not materially interfere with his services to the Company.
2. Compensation.
------------ The Company agrees to compensate the Executive for the
services rendered by him during his employment as follows:
(a) The Company shall pay the Executive a monthly salary of $1,000,
("Monthly Salary").
In addition, the Executive shall receive 25% of the net revenues received by the
Company from any sale, transfer, joint venture or other disposition of the
Company's subsidiary T1Xpert Corp. or its assets.
(b) The Company will also reimburse the Executive for such meals,
travel and other business expenses incurred by the Executive in connection with
the Company's business affairs in accordance with the Company's standard
practice.
3. Termination by the Company.
--------------------------
(a) For Cause.
--------- The Company may terminate the Executive's employment
at any time upon written notice to the Executive.
(b) Upon Death or Disability.
-------------------------- This Agreement shall automatically
terminate upon the death of Executive and may be terminated by the Company upon
the disability of Executive the result of which prevents Executive from carrying
out his assigned duties for any cumulative period of more than ninety (90) days
during any three hundred sixty-five (365) day period ("Disability"). Termination
by reason of Executive's Disability shall be effective upon notice to the
Executive from the Company.
4. Termination by the Executive.
---------------------------- Notwithstanding any other provisions
of this Agreement, the Executive shall have the right to resign at any time upon
sixty (60) days' prior written notice to the Company.
5. Effect of Termination on Compensation.
-------------------------------------- In the event that Executive's
employment with the Company is terminated by the Company, or by the Executive
upon his resignation or non-renewal, the Executive shall be entitled to receive
his salary and benefits (including any incentive compensation) accrued through
the date of termination or resignation.
6. Dispute Resolution.
------------------
(a) Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration before a single
arbitrator in New York, New York in accordance with the rules of the American
Arbitration Association then in effect. The Company shall pay all costs arising
out of or relating to such proceeding. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to specific performance of his right to be paid
pursuant to the terms hereof during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
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(b) In addition to any rights that Executive may have as an officer
and director of the Company under the Company's certificate of incorporation or
under any directors and officers liability insurance policy maintained by the
Company, (i) the Company shall indemnify the Executive and hold him harmless
from any cost, expense or liability arising out of or relating to any acts or
decisions made by him, or in the course of performing services hereunder, within
the scope of his employment hereunder, (ii) the Company shall bear, or reimburse
the Executive for, all legal fees incurred by him in connection with entering
into this Agreement, and shall pay all legal fees and other fees and expenses
which the Executive may incur with respect to claims arising under or in
connection with this Agreement, whether the Company or the Executive initiates
an action with respect to this Agreement (regardless of the outcome thereof) and
Executive shall not be obligated to return any such amounts regardless of the
outcome of such proceeding and (iii) in the event any suit, claim, action or
investigation shall be brought by any person or entity (including without
limitation, the Company) against Executive in connection with this Agreement the
Company shall pay and advance to the Executive (on a monthly basis), upon his
request therefor, all his costs and expenses of defending against such suit,
claim, action or investigation, including all attorneys' fees and expenses.
(c) THE EXECUTIVE SHALL NOT BE LIABLE TO THE COMPANY FOR, AND THE
COMPANY HEREBY WAIVES ANY RIGHT TO CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES
ON ACCOUNT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT OR ACCOUNT OF ANY
OTHER ACTION OR OMISSION OF EXECUTIVE. IN THE EVENT AN ACTION IS BROUGHT BY
EITHER PARTY TO ENFORCE THIS AGREEMENT, THE COMPANY SHALL PAY ALL OF THE
ATTORNEYS' FEES AND OTHER EXPENSES INCURRED BY THE EXECUTIVE IN THE LITIGATION,
IRRESPECTIVE OF THE OUTCOME OF SUCH LITIGATION.
7. Binding Effect; Assignment.
---------------------------- Except as hereinafter set forth, this
Agreement shall be binding upon and inure to the benefit of the Executive and
the Company and their respective permitted successors and assigns. Neither this
Agreement nor any of the rights or benefits hereunder may be assigned by the
Executive. In the event the Company merges or consolidates with or into any
other corporation or sells or otherwise transfers substantially all of its
assets to another corporation, the provisions of this Agreement shall be binding
upon and inure to the benefit of the corporation surviving or resulting from the
merger or consolidation or to which such assets are sold or transferred.
8. Notices and Demands.
------------------- All notices, demands and communications provided
for in this Agreement or made under this Agreement shall be in writing and
deemed given when actually delivered personally, by facsimile, by overnight
courier, or by registered or certified mail, return receipt requested, with
postage prepaid, addressed in each case as follows:
(a) To the Company:
7 Mikve Israel
Box 36351, Tel Aviv 61362 Israel
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(b) To the Executive:
Mr. Guy Zahavi
7 Mikve Israel
Box 36351, Tel Aviv 61362 Israel
or such other address or fax number as may, after the date of this Agreement, be
designated by the Executive or the Company by notice given to the other party as
the address to which communications under this Agreement shall thereafter be
delivered or mailed.
Notices, demands and communications shall be deemed to have been given or
made (a) on the date delivered, if delivered personally or by facsimile; (b) on
the next business day, if delivered by overnight courier, or (c) three (3)
business days after being sent, if sent by registered or certified mail, return
receipt requested.
9. Governing Law.
------------- This agreement has been executed and delivered in the
State of New York and its validity, interpretation, performance and enforcement
shall be governed by the laws of said State without regard to principles of
conflict of laws.
10. Entire Agreement; Amendment; Waivers.
------------------------------------- This Agreement, including its
Schedules, contains the entire agreement between the parties relating to the
subject matter hereof and supersedes any prior or other understandings,
agreements or representations relating thereto. This Agreement may not be
amended, modified or supplemented except by an agreement in writing signed by
the parties hereto. Waiver by any party or any breach of this Agreement shall
not operate or be construed as a continuing waiver or as a waiver of any
subsequent breach.
11. Severability.
------------ The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions of this
Agreement, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
12. Headings; Construction.
---------------------- The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the
interpretation of this Agreement. Whenever required by the context, references
to the singular shall include the plural, and the masculine gender shall include
the feminine gender.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement to be
effective as of the date first above written.
CONTINENTAL INFORMATION SYSTEMS
CORPORATION
By: /s/Jonah Meer
-------------------------------------
Name: Jonah Meer
------------------------------------
Title: Chief Executive Officer
------------------------------------
EXECUTIVE
/s/Guy Zahavi
------------------------------------
Name: Guy Zahavi
------------------------------------
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