Nevada
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000-53446
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71-1013330
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer ID)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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No.
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Exhibits |
10.36
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Sale and Purchase Agreement, dated December 29, 2013, between (i) Motti Kushnir and Matan Protter and (ii) Infinity Augmented Reality, Inc.
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10.37
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Employment Agreement, dated December 29, 2013, between Infinity Augmented Reality Israel Ltd. and Motti Kushnir
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10.38
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Employment Agreement, dated December 29, 2013, between Infinity Augmented Reality Israel Ltd. and Matan Protter
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INFINITY AUGMENTED REALITY, INC.
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By:
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/s/ Enon Landenberg | |
Enon Landenberg | |||
President and Chief Executive Office
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1.
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Sale of the IP.
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a.
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The Sellers hereby fully and forever irrevocably sell, assign, grant, convey and transfer, without any qualifications, limitations, conditions or reservations of any kind whatsoever, exclusively unto the Purchaser, its successors, assigns or nominees, all of their rights, title and interest in and to the intellectual property listed in Exhibit A attached hereto (the "Acquired IP"), together with any copies, in whatever form, written or electronically.
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b.
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The Sellers shall execute and deliver such conveyance and instruments and take such actions as may be necessary or desirable to evidence more fully the transfer of ownership of the Acquired IP to the Purchaser and any application for registration, or registration thereof, all as requested by the Purchaser. The Sellers therefore agree that, if requested by the Purchaser, they will: (i) execute, acknowledge, and deliver any affidavits or documents of assignment and conveyance regarding the Acquired IP; (ii) communicate to the Purchaser, its successors, assigns and representatives, all facts known to, and documents available to, them relating to the Acquired IP and the history thereof; (iii) provide testimony in connection with any proceeding affecting the right, title, or interest of the Purchaser in and to the Acquired IP; and (iv) generally perform any other acts, and/or execute any document or written instrument, deemed necessary by the Purchaser to carry out the foregoing assignment and for aiding in securing, maintaining and enforcing proper protection for the Acquired IP. All such actions will be at the Purchaser's expense.
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2.
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Consideration.
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a.
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In consideration for the sale of the Acquired IP, the Purchaser shall issue to the Sellers on the date hereof, 84,226 shares of common stock of the Purchaser (the "Shares"), which shall be restricted for a period of six months from the date of issuance or such longer period as may be required by the US Securities Laws.
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b.
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The Sellers undertake to take all actions and to sign all documents required, at the discretion of the Purchaser, in order to issue the Shares (including an undertaking not to make any disposition of any kind in the Shares during the restriction period)
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c.
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Any tax liability in connection with the sale of the Acquired IP or the issuance of the Shares, shall be borne solely by the Sellers.
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3.
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Representations and Warranties of the Sellers.
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a.
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Authorization of Transaction. Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder. This Agreement constitute the valid and legally binding obligations of each Seller, enforceable in accordance with their respective terms, subject, as to enforceability, to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
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b.
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Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any law or order of any governmental body or court to which a Seller or any of the Acquired IP is subject. Neither Seller is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental body or other person in order for the Parties to consummate the transactions contemplated by this Agreement (including the execution, delivery and performance thereof).
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c.
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Title. The Sellers are the sole owners of the Acquired IP, and no third party has any rights with respect thereto. The Sellers have good and valid title to and interest in all of Acquired IP, free and clear of any securities interests, pledges, charges, encumbrances, liens, attachments, or any other third party right of any nature whatsoever (collectively, "Liens"). On the date hereof, the Purchaser will receive good and valid title to the Acquired IP, free and clear of any Liens.
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d.
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Acquired IP. Neither of the Sellers has, in connection with the Acquired IP, directly or indirectly, interfered with, infringed upon, misappropriated, or violated any material intellectual property rights of any third party or received any charge, complaint, claim, demand or other notice or correspondence alleging any such interference, infringement, misappropriation or violation (including any claim that Sellers must license or refrain from using any intellectual property rights of any third party). To the Sellers' Knowledge, no third party has interfered with, infringed upon, misappropriated or violated any of the Acquired IP.
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e.
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Liabilities and Obligations. There are no liabilities and/or obligations which are related to, derived, arise or originating from the Acquired Assets, which, following the sale of the Acquired Assets hereunder, shall be imposed on or assumed by the Purchaser. Further, there are no claims, demands, litigations or proceedings, by a governmental authority or a third party, pending or to the knowledge of the Sellers, threatened, which are related to the Acquired Assets.
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4.
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Representations and Warranties of the Purchaser.
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a.
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Authorization of Transaction. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder. This Agreement constitute the valid and legally binding obligations of the Purchaser, enforceable in accordance with their respective terms, subject, as to enforceability, to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
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b.
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Noncontravention. To the best of its knowledge, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any law or order of any governmental body or court to which the Purchaser is subject. To the best of its knowledge, the Purchaser is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental body or other person in order for the Parties to consummate the transactions contemplated by this Agreement (including the execution, delivery and performance thereof).
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5.
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Liability and Indemnification.
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a.
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The Sellers shall indemnify, defend (upon request) and hold harmless Purchaser, its officers, employees, members, affiliates (and their respective officers, directors, and members), and agents (collectively, the "Indemnified Parties") from and against any action, loss, liability, damage, claim, fine, penalty, lien or expense, including legal costs, reasonable attorneys' fees, and expenses, (collectively, "Loss") to the extent the same arises out of (i) any breach by any of the Sellers of any representation, warranty, agreement, or covenant made by either of them herein, (ii) any tax, including use or sales tax, for which Sellers is or may be liable in respect of the Acquired IP prior to the date hereof or the sale hereunder, or (iii) any claim arising out of or in connection with the Acquired IP prior to the date hereof.
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b.
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Each Indemnified Party will give prompt notice to the Sellers of any claim or condition to which the foregoing indemnification covenant relates, within 7 business days of becoming aware of the same. The Sellers shall have the right to participate in the defense of such claim, at their expense with counsel of its choice, but the respective Indemnified Party or Parties shall retain the right at all times to control the defense of such claims and in no event shall the Sellers settle any such claim without the consent of the respective Indemnified Party or Parties.
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c.
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Notwithstanding anything to the contrary stated herein or otherwise, and to the extent permissible under any mandatory law or regulation, the Sellers' liability and indemnification obligations hereunder shall not exceed NIS100,000, being the amount equal to the initial value of the Shares issued to them as consideration for the sale of the Acquired IP hereunder, except in the event of fraud or willful misconduct by the Sellers.
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6.
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Confidentiality. The Parties agree to keep the terms of this Agreement (including its existence) and the nature of their relationship in strict confidence.
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7.
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Non-assignability. The Sellers may not assign, sub-contract or transfer any or all of their rights or obligations under this Agreement.
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8.
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Entire Agreement. This Agreement constitutes the entire understanding between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written, regarding the subject matter. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each Party. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence
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9.
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Law. This Agreement shall be governed by and construed in accordance with the laws of state of Israel.
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10.
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Expenses. All the expenses incurred by a Party in connection with the preparation of the agreements or documents required in order to effectuate the matters hereof shall be borne by such Party.
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INFINITY AUGMENTED REALITY INC.
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By: | |||
Name: | |||
Title: | |||
MOTTI KUSHNIR
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MATAN PROTTER
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1.
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Libraries of code demonstrating the following abilities:
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1.1.
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Detecting textured planes, by using stereoscopic 2D cameras, for the use of placing AR elements on/relative to them;
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1.2.
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Computing camera navigation (estimation of location and orientation) relative to the detected plane, for the use of displaying the AR elements while adjusting for the camera motion.
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2.
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Technical documentation, including:
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2.1.
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Description of identified algorithm challenges and proposed solutions;
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2.2.
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Proposed system architecture; and
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2.3.
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Chief scientist technology overview
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3.
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Marketing materials – presentations, movies and business model
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1.
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Position. The Employee shall serve in the position described in Schedule 1 attached hereto ("Schedule 1") (the "Position"). In such Position, the Employee shall report regularly and shall be subject to the direction and control of the Company's management, and specifically under the direction of the person specified in Schedule 1 (the "Direct Manager"). The Employee shall act in accordance with the Company's regulations, guidelines, budgets, policies, procedures and general instructions, as shall be updated from time to time, and shall perform his duties diligently, conscientiously and in furtherance of the Company's best interests. The employee shall not use the tools, facilities and equipment of the Company for personal purposes, unless approved in advance by his Direct Manager. The Employee agrees and undertakes to inform the Company, immediately after becoming aware of any matter that may in any way raise a conflict of interest between the Employee and the Company.
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2.
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Full Time Employment. The Employee will be employed on a full-time basis. The Employee shall devote his entire business time and attention to the business of the Company and shall not undertake or accept any other paid or unpaid employment or occupation or engage in any other business activity, except with the prior written consent of the Company, which shall not be unreasonably withheld. Notwithstanding the above, the Employee shall be entitled to serve as a director and/or to hold shares in other companies during the Term (as defined below), provided that such companies are not Competing Business (as defined in section 14 of Schedule 2 attached hereto) and that such directorship or ownership shall not interfere, harm or derogate with the Employees duties and obligations hereunder.
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3.
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Report. The Employee shall be required to comply with the Company guidelines (as amended from time to time) with respect to the report and registration of hours the Employee devoted to the Company during each day of employment hereunder.
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4.
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Employee agrees and undertakes that all of Company's computer resources, including without limitation, electronic means, data and resources used by the Employee to fulfill his Position and are under Employees sole and direct control, are Company's exclusive property and were purposed to serve only Company's business. To remove any doubt, Employee will return to Company all electronic means and tools used by Employee in fulfilling his Position, including, without limitation, lap top, disk on key, email password, Skype password and/or otherwise.
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5.
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Employee agrees and undertakes to obey and act in accordance with Company's computer policy, as shall be updated from time to time, and specifically with proper use of computer resources, including, inter alia, monitoring, observing, controlling, blocking and etc. of professional emails and Employee's working station.
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6.
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Employee acknowledges and agrees that his personal details provided in this Agreement and additional details he will deliver to Company from time to time (the "Details") were delivered in his own free will and acceptance. Employee agrees that the Details will use the Company for its activities and for the proper operation of the Company, including delivery of the Details to public bodies, as these are determined in Section 23 to the Protection of Privacy Law 5741-1981.
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7.
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Proprietary Information; Assignment of Inventions and Non-Competition. By executing this Agreement, the Employee confirms and agrees to the provisions of the Company's Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Schedule 7 hereto.
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8.
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Special Compensation for Non-Competition Obligation.
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9.
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Salary. The Company shall pay to the Employee as compensation for the employment services an aggregate base salary in the gross monthly amount set forth in Schedule 1 (the "Base Salary"). In addition, the Company shall pay to the Employee an additional gross monthly amount, as set forth in Schedule 1 for all of the Employee's overtime hours, as they may be from time to time (the “Additional Compensation”; the Base Salary together with the Additional Compensation, the “Salary”). In addition, the Company shall pay the Employee for any and all daily travel costs to which he may be entitled under any applicable law or orders, to the extent any apply. Except as specifically set forth herein, the Salary includes any and all payments to which the Employee is entitled from the Company hereunder and under any applicable law, regulation or agreement, and Employee waives any claim or demand for any payment in excess thereof. The Employee's Salary and other terms of employment may be reviewed and updated by the Company's management from time to time, at the Company's sole discretion. The Salary is to be paid to the Employee in accordance with the Company's normal and reasonable payroll practices, after deduction of applicable taxes and like payments.
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10.
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Manager's Insurance/Pension Fund.
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11.
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Further Education Fund ("Keren Hishtalmut").
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12.
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Vacation. The Employee shall be entitled to the Annual Vacation Days as detailed in Schedule 1.
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13.
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Sick Leave; Recuperation Pay. The Employee shall be entitled to that number of paid sick leave per year as set forth in Schedule 1 and also to Recuperation Pay ("Dmei Havra'a") in accordance with to applicable law.
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14.
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Options.
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15.
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Term. The Employee's employment by the Company under this Agreement shall commence on the date set forth in Schedule 1 (the "Commencement Date"), and shall continue until it is terminated pursuant to the terms set forth herein (the "Term").
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16.
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Termination at Will.
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17.
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Termination for Cause. The Company may immediately terminate the employment relationship for Cause, and such termination shall be effective as of the time of notice of the same. "Cause" means: (a) a material breach of this Agreement, which, if capable of being remedied, has not been remedied by the Employee within 14 days of written notice from the Company, or, if time is of the essence and such remedy is urgent, within 3 days of written notice from the Company; (b) any failure in bad faith to perform or to perform competently any of the Company's instructions or any of the Employee's fundamental functions or duties hereunder; (c) engagement in willful misconduct or acting in bad faith with respect to the Company, (d) any act of personal dishonesty or a breach of trust in connection with the Employee's responsibilities to the Company resulting in substantial personal enrichment of the Employee; (e) any major or intentional breach by the Employee of the Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Schedule 7 hereto (which, if capable of being remedied, has not been remedied by the Employee within 14 days of written notice from the Company, or, if time is of the essence and such remedy is urgent, within 3 days of written notice from the Company); (f) conviction of a felony involving moral turpitude; or (g) any cause justifying termination or dismissal in circumstances in which the Company is entitled to deny the Employee severance payment under applicable law.
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18.
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No Conflict. During his employment by the Company, the Employee shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with his position or employment in the Company.
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19.
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Tax. Israeli income tax and other applicable withholdings shall be deducted at source from the payments to the Employee according to any applicable law, including, but not limited to, National Security and Health Tax.
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20.
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Military Reserve Duty. In the event of the Employee shall be called to a military reserve duty (including a "one-day" military reserve duty), the Company shall pay the Employee the full Salary for those dates the Employee is called to military reserve duty, provided that the Employee supplies the Company with an appropriate certificate in order for the Company to receive the amounts due from the Israel National Insurance Institute.
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21.
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Presentation on LinkedIn and external business sources – the Employee hereby grants its consent and full agreement to keep and respect the Company's brand and reputation and to avoid presenting himself externally, on LinkedIn and on any other professional network/blog/portal, in any title/role/job description which is not accurate or does not match his internal title and set of responsibilities. To remove any doubt and since the Company is a subsidiary of a public traded company, Employee hereby undertakes to receive Company's prior written consent as to public presentation of content that discusses, or may discuss, without limitation, Company's products, financial data, structural changes and etc.
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22.
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(a) The Parties agree that this Agreement constitutes, among others, notification in accordance with the Notice to Employees (Employment Terms) Law, 2002. (b) The laws of the State of Israel shall apply to this Agreement and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be the Tel-Aviv Regional Labor Court. (c) The provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective bargaining agreement shall apply with respect to the relationship between the Parties hereto (subject to the applicable provisions of law). (d) No failure, delay of forbearance of either Party in exercising any power or right hereunder shall in any way restrict or diminish such Party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either Party of any terms of conditions hereof. (e) In the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement unless the business purpose of this Agreement is substantially frustrated thereby. (f) The preface and schedules to this Agreement constitute an integral and indivisible part hereof. (g) Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in this Agreement, shall be deemed to include the feminine gender. (h) This Agreement constitutes the entire understanding and agreement between the Parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a consent by both Parties hereto. (i) The Employee acknowledges and confirms that all terms of the Employee's employment are personal and confidential, and undertake to keep such term in confidence and refrain from disclosing such terms and/or any other benefit received from the Company (including salary, bonuses, etc., if any) to any third party, including, without limitation, other employees of the Company.
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Infinity Augmented Reality Israel Ltd.
By: _______________
Title: ______________
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Motti Kushnir
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1.Name of Employee:
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Motti Kushnir
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2.ID No. of Employee:
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024515926
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3.Address of Employee:
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4.Position in the Company and Job Description:
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COO
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5.Under the Direct Direction of:
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CEO
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6.Base Salary:
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36,750 NIS per month
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7.Additional Compensation:
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10,500 NIS per month
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8.Special Non-Competition Monthly Compensation:
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5,250 NIS per month
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9.Payment by Company for Severance Pay:
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8.33%
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10.Payment by Company for Pension Fund :
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5%
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11.Payment by Company for Loss of Earning Capacity:
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2.5%
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12.Deduction by Employee for Pension Fund:
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5%
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13.Education Fund - Payment by Company:
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7.5%
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14.Education Fund - Deduction from Employee:
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2.5%
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15.Vacation Days Per Year:
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20 days.
For the avoidance of doubt, such number of days do not include Fridays, Saturdays, holidays etc.
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16.Maximum Accumulation of Vacation Days:
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40 days.
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17.Sick Leave Days Per Year:
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In accordance with applicable law.
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18.Options:
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Options to purchase 1,375,000 shares of Common Stock of the Parent, at an exercise price of US$0.4 per share, subject to a vesting period of three years, such that at the end of each six (6) months, 16.66% of the options shall vest and become exercisable.
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19.Commencement Date:
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December 29, 2013
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20.Notice Period:
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60 days.
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Motti Kushnir
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Name of Employee:
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Motti Kushnir
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ID No. of Employee:
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024515926
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Motti Kushnir
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(1)
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Employer Payments –
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(A)
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for Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for his employee an additional payment on behalf of the severance pay completion for a providence fund or Insurance Fund at the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.
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(B)
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to the Insurance Fund are not less that one of the following:
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(1)
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13.33% of the Exempt Wages if the employer pays the employee additional payments to insure his monthly income in case of work disability, in a plan approved by the Supervisor of the Capital Market, Insurance and Savings in the Finance Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).
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(2)
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11% of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute only 72% of the employee’s severance pay; if, in addition to the abovementioned sum, the employer pays 2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100% of the severance pay.
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(2)
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A written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer Payments that includes –
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(A)
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the agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension Fund or Insurance Fund; this agreement must include a copy of this confirmation;
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(B)
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an advanced waiver of the employer for any right that he could have to have his payments refunded unless the employee’s right to severance pay is denied by judgment according to sections 16 or 17 of the Law, and in case the employee withdrew monies from the Pension Fund or Insurance Fund not for an Approved Event; for this matter, Approved Event or purpose means death, disablement or retirement at the age of 60 or over.
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(3)
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This confirmation does not derogate from the employee’s entitlement to severance pay according to the Law, Collective Agreement, Extension Order or personal employment agreement, for any salary above the Exempt Wages
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1.
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Position. The Employee shall serve in the position described in Schedule 1 attached hereto ("Schedule 1") (the "Position"). In such Position, the Employee shall report regularly and shall be subject to the direction and control of the Company's management, and specifically under the direction of the person specified in Schedule 1 (the "Direct Manager"). The Employee shall act in accordance with the Company's regulations, guidelines, budgets, policies, procedures and general instructions, as shall be updated from time to time, and shall perform his duties diligently, conscientiously and in furtherance of the Company's best interests. The employee shall not use the tools, facilities and equipment of the Company for personal purposes, unless approved in advance by his Direct Manager. The Employee agrees and undertakes to inform the Company, immediately after becoming aware of any matter that may in any way raise a conflict of interest between the Employee and the Company.
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2.
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Full Time Employment. The Employee will be employed on a full-time basis. The Employee shall devote his entire business time and attention to the business of the Company and shall not undertake or accept any other paid or unpaid employment or occupation or engage in any other business activity, except with the prior written consent of the Company, which shall not be unreasonably withheld. Notwithstanding the above, the Employee shall be entitled to continue his work as a post-doctoral fellow at the Technion under the supervision of Prof. Michael Elad, and to devote reasonable time to serving in relevant advisory boards and standards committees, provided however that such work and time devoted in connection thereof shall not interfere with the Employees duties and obligations hereunder. In addition, it is agreed that during the first month following the Commencement Date, the Employee shall be employed on a 40% basis.
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3.
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Report. The Employee shall be required to comply with the Company guidelines (as amended from time to time) with respect to the report and registration of hours the Employee devoted to the Company during each day of employment hereunder.
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4.
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Employee agrees and undertakes that all of Company's computer resources, including without limitation, electronic means, data and resources used by the Employee to fulfill his Position and are under Employees sole and direct control, are Company's exclusive property and were purposed to serve only Company's business. To remove any doubt, Employee will return to Company all electronic means and tools used by Employee in fulfilling his Position, including, without limitation, lap top, disk on key, email password, Skype password and/or otherwise.
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5.
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Employee agrees and undertakes to obey and act in accordance with Company's computer policy, as shall be updated from time to time, and specifically with proper use of computer resources, including, inter alia, monitoring, observing, controlling, blocking and etc. of professional emails and Employee's working station.
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6.
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Employee acknowledges and agrees that his personal details provided in this Agreement and additional details he will deliver to Company from time to time (the "Details") were delivered in his own free will and acceptance. Employee agrees that the Details will use the Company for its activities and for the proper operation of the Company, including delivery of the Details to public bodies, as these are determined in Section 23 to the Protection of Privacy Law 5741-1981.
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7.
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Proprietary Information; Assignment of Inventions and Non-Competition. By executing this Agreement, the Employee confirms and agrees to the provisions of the Company's Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Schedule 7 hereto.
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8.
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Special Compensation for Non-Competition Obligation.
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9.
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Salary. The Company shall pay to the Employee as compensation for the employment services an aggregate base salary in the gross monthly amount set forth in Schedule 1 (the "Base Salary"). In addition, the Company shall pay to the Employee an additional gross monthly amount, as set forth in Schedule 1 for all of the Employee's overtime hours, as they may be from time to time (the “Additional Compensation”; the Base Salary together with the Additional Compensation, the “Salary”). In addition, the Company shall pay the Employee for any and all daily travel costs to which he may be entitled under any applicable law or orders, to the extent any apply. Except as specifically set forth herein, the Salary includes any and all payments to which the Employee is entitled from the Company hereunder and under any applicable law, regulation or agreement, and Employee waives any claim or demand for any payment in excess thereof. The Employee's Salary and other terms of employment may be reviewed and updated by the Company's management from time to time, at the Company's sole discretion. The Salary is to be paid to the Employee in accordance with the Company's normal and reasonable payroll practices, after deduction of applicable taxes and like payments.
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10.
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Manager's Insurance/Pension Fund.
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11.
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Further Education Fund ("Keren Hishtalmut").
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12.
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Vacation. The Employee shall be entitled to the Annual Vacation Days as detailed in Schedule 1.
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13.
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Sick Leave; Recuperation Pay. The Employee shall be entitled to that number of paid sick leave per year as set forth in Schedule 1 and also to Recuperation Pay ("Dmei Havra'a") in accordance with to applicable law.
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14.
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Options.
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15.
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Term. The Employee's employment by the Company under this Agreement shall commence on the date set forth in Schedule 1 (the "Commencement Date"), and shall continue until it is terminated pursuant to the terms set forth herein (the "Term").
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16.
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Termination at Will.
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17.
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Termination for Cause. The Company may immediately terminate the employment relationship for Cause, and such termination shall be effective as of the time of notice of the same. "Cause" means: (a) a material breach of this Agreement, which, if capable of being remedied, has not been remedied by the Employee within 14 days of written notice from the Company, or, if time is of the essence and such remedy is urgent, within 3 days of written notice from the Company; (b) any failure in bad faith to perform or to perform competently any of the Company's instructions or any of the Employee's fundamental functions or duties hereunder; (c) engagement in willful misconduct or acting in bad faith with respect to the Company, (d) any act of personal dishonesty or a breach of trust in connection with the Employee's responsibilities to the Company resulting in substantial personal enrichment of the Employee; (e) any major or intentional breach by the Employee of the Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Schedule 7 hereto (which, if capable of being remedied, has not been remedied by the Employee within 14 days of written notice from the Company, or, if time is of the essence and such remedy is urgent, within 3 days of written notice from the Company); (f) conviction of a felony involving moral turpitude; or (g) any cause justifying termination or dismissal in circumstances in which the Company is entitled to deny the Employee severance payment under applicable law.
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18.
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No Conflict. During his employment by the Company, the Employee shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with his position or employment in the Company.
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19.
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Tax. Israeli income tax and other applicable withholdings shall be deducted at source from the payments to the Employee according to any applicable law, including, but not limited to, National Security and Health Tax.
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20.
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Military Reserve Duty. In the event of the Employee shall be called to a military reserve duty (including a "one-day" military reserve duty), the Company shall pay the Employee the full Salary for those dates the Employee is called to military reserve duty, provided that the Employee supplies the Company with an appropriate certificate in order for the Company to receive the amounts due from the Israel National Insurance Institute.
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21.
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Presentation on LinkedIn and external business sources – the Employee hereby grants its consent and full agreement to keep and respect the Company's brand and reputation and to avoid presenting himself externally, on LinkedIn and on any other professional network/blog/portal, in any title/role/job description which is not accurate or does not match his internal title and set of responsibilities. To remove any doubt and since the Company is a subsidiary of a public traded company, Employee hereby undertakes to receive Company's prior written consent as to public presentation of content that discusses, or may discuss, without limitation, Company's products, financial data, structural changes and etc.
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22.
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(a) The Parties agree that this Agreement constitutes, among others, notification in accordance with the Notice to Employees (Employment Terms) Law, 2002. (b) The laws of the State of Israel shall apply to this Agreement and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be the Tel-Aviv Regional Labor Court. (c) The provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective bargaining agreement shall apply with respect to the relationship between the Parties hereto (subject to the applicable provisions of law). (d) No failure, delay of forbearance of either Party in exercising any power or right hereunder shall in any way restrict or diminish such Party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either Party of any terms of conditions hereof. (e) In the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement unless the business purpose of this Agreement is substantially frustrated thereby. (f) The preface and schedules to this Agreement constitute an integral and indivisible part hereof. (g) Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in this Agreement, shall be deemed to include the feminine gender. (h) This Agreement constitutes the entire understanding and agreement between the Parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a consent by both Parties hereto. (i) The Employee acknowledges and confirms that all terms of the Employee's employment are personal and confidential, and undertake to keep such term in confidence and refrain from disclosing such terms and/or any other benefit received from the Company (including salary, bonuses, etc., if any) to any third party, including, without limitation, other employees of the Company.
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Infinity Augmented Reality Israel Ltd.
By: _______________
Title: ______________
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Matan Protter
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1.Name of Employee:
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Matan Protter
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2.ID No. of Employee:
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039047485
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3.Address of Employee:
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18 Eliahu Ha’Navi, Modiin, Israel
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4.Position in the Company and Job Description:
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CTO
Job Description:
A. In charge of developing novel technological solutions which are inherently needed in the company's products, both short-term and long-term.
B. In charge of a small group of developers, bringing developments to POC/Prototype levels.
C. In charge of laying out the technological roadmap of the company.
D. In charge of maintaining the connection to the scientific world (E.g., papers, conferences) to assimilate new relevant technologies.
E. Assessing and evaluating new technologies.
F. Interactions with customers and partners relating to the technology (i.e., the technological face of the company).
G. In charge of developing and maintaining the company's IP portfolio.
H. Part of the company management team
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5.Under the Direct Direction of:
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CEO
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6.Base Salary:
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31,010 NIS per month
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7.Additional Compensation:
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8,860 NIS per month
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8.Special Non-Competition Monthly Compensation:
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4,430 NIS per month
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9.Payment by Company for Severance Pay:
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8.33%
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10.Payment by Company for Pension Fund :
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5%
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11.Payment by Company for Loss of Earning Capacity:
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2.5%
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12.Deduction by Employee for Pension Fund:
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5%
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13.Education Fund - Payment by Company:
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7.5% [less if restricted by law]
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14.Education Fund - Deduction from Employee:
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2.5% [less if restricted by law]
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15.Vacation Days Per Year:
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20 days.
For the avoidance of doubt, such number of days do not include Fridays, Saturdays, holidays etc.
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16.Maximum Accumulation of Vacation Days:
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40 days.
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17.Sick Leave Days Per Year:
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In accordance with applicable law.
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18.Options:
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Options to purchase 1,375,000 shares of Common Stock of the Parent, at an exercise price of US$0.4 per share, subject to a vesting period of three years, such that at the end of each six (6) months, 16.66% of the options shall vest and become exercisable.
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19.Commencement Date:
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January 1, 2014
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20.Notice Period:
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60 days.
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Matan Protter |
Name of Employee:
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Matan Protter
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ID No. of Employee:
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039047485
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Matan Protter
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(1)
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Employer Payments –
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(A)
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for Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for his employee an additional payment on behalf of the severance pay completion for a providence fund or Insurance Fund at the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.
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(B)
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to the Insurance Fund are not less that one of the following:
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(1)
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13.33% of the Exempt Wages if the employer pays the employee additional payments to insure his monthly income in case of work disability, in a plan approved by the Supervisor of the Capital Market, Insurance and Savings in the Finance Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).
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(2)
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11% of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute only 72% of the employee’s severance pay; if, in addition to the abovementioned sum, the employer pays 2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100% of the severance pay.
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(2)
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A written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer Payments that includes –
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(A)
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the agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension Fund or Insurance Fund; this agreement must include a copy of this confirmation;
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(B)
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an advanced waiver of the employer for any right that he could have to have his payments refunded unless the employee’s right to severance pay is denied by judgment according to sections 16 or 17 of the Law, and in case the employee withdrew monies from the Pension Fund or Insurance Fund not for an Approved Event; for this matter, Approved Event or purpose means death, disablement or retirement at the age of 60 or over.
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(3)
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This confirmation does not derogate from the employee’s entitlement to severance pay according to the Law, Collective Agreement, Extension Order or personal employment agreement, for any salary above the Exempt Wages
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