Exhibit 10.1
EMPLOYMENT AGREEMENT
By and Between
Voice Diary Inc. (the "Company"), and Arie Hinkis (the "Employee").
1. General
-------
The Company shall employ the Employee under the following terms and conditions.
2. Start Date of Employment
------------------------
The term of the Employee's employment under this agreement (the "Agreement")
shall begin on March 1, 2002.
3. Duties and Position
-------------------
The Company hires the Employee in the capacity of President and Chief Executive
Officer. The Employee shall report to the Board of Directors of the Company.
4. Salary
------
The Company shall pay Employee a salary of $40,000 per year, for the services of
the Employee, payable in 4 quarterly payments in advance at the beginning of
each quarter. All salary payments shall be subject to withholding for all
applicable taxes.
5. Bonus
-----
The Company may pay the Employee an annual bonus based on the Employee's
achievements during the past fiscal year of the Company. The determination of
whether to pay the Employee a bonus and the amount of such bonus shall be made
in the sole discretion of the Board of Directors. The Board of Directors shall
consider the foregoing during the last 60 days of each fiscal year of the
Company during the term of this Agreement. All bonus payments shall be subject
to deduction for all applicable taxes.
6. Position in VDL
---------------
So long as the Employee serves as President and Chief Executive Officer of the
Company under this Agreement, the Employee shall also serve as the President
(General Manager) and Chief Executive Officer of Voice Diary Ltd. ("VDL"), a
subsidiary of the Company. The Employee shall receive a salary for his work for
VDL according to a contract signed between the Employee and VDL.
7. Employee to Devote Full Business Time to Company
------------------------------------------------
During the term of this Agreement, the Employee shall devote his full business
time, attention, and energies to fulfilling his duties hereunder to the Company
and under his employment agreement with VDL to VDL.
8. Confidentiality or Proprietary Information
------------------------------------------
Employee agrees, during or after the term of this employment, not to reveal
confidential information, or trade secrets to any person, firm, corporation, or
entity.
9. Reimbursement of Expenses
-------------------------
The Employee may incur reasonable expenses in furthering the Company's business,
including normal and reasonable expenses associated with the use of his car for
work, expenses for travel, entertainment, and similar items. The Company shall
reimburse Employee for all business expenses after the Employee presents an
itemized account of expenditures, pursuant to Company policy.
10. Vacation
--------
The Employee shall accrue paid vaca-tion at the rate of twenty (21) days for
each twelve (12) months of employment. The Employee shall be compensated at his
usual rate of compen-sation during any such vacation. The Employee shall be
entitled to paid holi-days as generally given by the Corporation.
11. Sick Leave
----------
The Employee shall be entitled to sick leave or disability leave in accordance
with the terms of the Company's standard sick leave or disability leave policy.
12. Benefits
--------
During the employment term, Employee and his dependents shall be entitled to
participate in any group plans or programs maintained by the Company for any
employees relating to group health, disability, life insurance and other related
benefits as in effect from time to time. Employee shall also be entitled to
Director and Officer ("D&O") insurance in such amounts and coverage and such
indemnification provisions as are afforded other officers and directors of the
Company. Premiums for such benefits under this Section 12 will be paid for by
the Company.
13. Termination of Agreement
------------------------
Without cause, either side may terminate this agreement at any time upon 3
months written notice to the other party. The Employee shall continue to perform
his duties under this Agreement and be paid his regular salary up to the date of
termination. In addition, the Company will pay the Employee on the date of the
termination, and after one year of work, a severance allowance of one month pay
for each year the Employee worked for the Company, and pro rata for every part
of a year, less applicable taxes required to be withheld.
14. 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 per-form-ance 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.
15. Severability
------------
If, for any reason, any provision of this Agreement is held invalid or
unenforceable, all other provisions of this Agreement shall remain in effect.
16. Oral Modifications Not Binding
------------------------------
This Agreement is the entire agreement of the Company and the Employee. It may
be altered only by a written agreement signed by the parties.
17. Applicable Law
--------------
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, applicable to contracts between Delaware residents
entered into and to be performed entirely within the State of Delaware.
Signed this 3rd day of July 2002.
By: /s/ Arie Hinkis /s/ Arie Hinkis
------------------- -----------------
Voice Diary Inc. Arie Hinkis
200 Robbins Lane, Jericho, NY 11753 8 Arar St., Modiim 71700, Israel
USA