Employment Agreement

Amendment to Employment Agreement

Amendment 2 to Employment Agreement

Employment Agreement- Angel

 

EX-10.8 90 file082.htm EXEC EMPLOYMENT AGREEMENT OF YEHUDIT BRONICKI

 

 

                                                                    EXHIBIT 10.8

 

 

                              EMPLOYMENT AGREEMENT

                              --------------------

                    Entered into this __ day of _____ , 2004

 

 

               This Employment Agreement (together with its appendices: the

"AGREEMENT"), dated as of July 1, 2004, between ORMAT Technologies, Inc., a

Delaware corporation ("EMPLOYER"), and Dita Bronicki ("Employee");

 

                              W I T N E S S E T H :

                               - - - - - - - - - -

 

               WHEREAS, Employee has been employed by Ormat Industries Ltd.

("OIL"), Employer's parent company, as its Chief Executive Officer; and

 

               WHEREAS, OIL has undergone a process of reorganization whereby

certain parts of its business have been transferred to its indirect subsidiary,

Ormat Systems Ltd., a fully owned subsidiary of Employer ("OSL"); and

 

               WHEREAS, Employer wishes to retain the services of Employee for

the operation of its businesses in general and of OSL in particular; and

 

               WHEREAS, Employer desires to employ Employee upon the terms and

conditions set forth herein; and

 

               WHEREAS, Employee is willing to be employed by Employer upon the

terms and conditions set forth herein;

 

                               A G R E E M E N T S

 

               NOW, THEREFORE, for and in consideration of the foregoing

premises and for other good and valuable consideration, the sufficiency and

receipt of which are hereby acknowledged, Employer and Employee hereby agree as

follows:

 

1.     EMPLOYMENT. Employer will employ Employee, and Employee will accept

       employment by Employer, as its Chief Executive Officer ("CEO"). Employer

       may direct Employee to perform services through OSL in which event

       Employee shall also serve as CEO of OSL or such other managerial position

       in OSL as may be agreed upon. Employee will perform the duties assigned

       to her from time to time by the Employer for services for the Employer

       and any corporation controlling, controlled by, or under common control

       with the Employer (together: "AFFILIATES") and for any business ventures

       in which Employer or its Affiliates may participate. The term "CONTROL"

       shall have the meaning set forth in the Securities Law, 1968. Employer

       acknowledges that OIL and OSL have entered into a services agreement,

       according to which OSL has undertook to provide OIL certain corporate,

       financial, secretarial and administrative services, including through the

       Employee.

 

       It is hereby agreed that Employee may be employed, in addition to its

       employment with Employer, by any Affiliate of Employer, on a part time

       basis and that in this event, the rights and obligations of Employer

       hereunder shall be divided between Employer and

 

 

 

       Affiliate, and the provisions of this Agreement will apply on such

       employment by Affiliate mutatis mutandis as if such an agreement was

       entered into between Employee and the Affiliate. For the removal of

       doubt, Employer will guarantee all the Affiliate's undertakings and

       obligations towards Employee. Accordingly, it is hereby agreed that as

       long as Employer and OSL do not agree otherwise, Employee is employed by

       Employer (40%) and OSL (60%) subject however to OSL paying and being

       responsible for all Employee's monetary benefits under section 4.3

       hereunder.

 

       Employee's regular place of employment is at the facilities of OSL in

       Israel but it is agreed that Employee is required to perform frequent

       business trips in and out of Israel. Should Employee permanently relocate

       abroad, whether she be employed by Employer or by an Affiliate thereof

       Employer (in which event, this Agreement shall be assigned to such

       Affiliate), this Agreement shall automatically be modified as appropriate

       to reflect the jurisdiction in which Employee is to be employed and as

       customary in employment agreements which are subject to the same

       applicable law of executive officers employed by Employer or the

       Affiliate; provided however, Employee's cost of employment due to such

       relocation (excluding tax and other compulsory payments applicable

       under) shall not be greater than her cost of employment hereunder.

 

       As a managerial employee, Employee is expected to render work in

       accordance with the requirements and demands of her executive position

       and will not be entitled to any pay for working overtime (including

       working beyond eight (8) hours a day, or during weekends, holidays,

       etc.). Nor will the Law of Hours of Working and Resting, 1951 apply to

       the Employee.

 

       Employee will be required to follow (a) all work and administrative rules

       (including procedures for travel expenses reimbursement) of Employer as

       in current use and as may be amended from time to time; and (b) all

       national or local law, ordinance or regulation of the country in which

       Employee's work is performed.

 

2.     ATTENTION AND EFFORT. Employee will devote her full time, ability,

       attention and effort to the business of Employer and its Affiliates, and

       will skillfully serve their interests during the term of this Agreement.

       It is hereby agreed that the Employee may devote part of her time to

       other occupations including (i) civic, charitable and other philanthropic

       activities (ii) caring for her personal investments (iii) serving on the

       board of directors of corporations in which Employer or any of its

       Affiliates is invested and (iv) such other occupations as are expressly

       approved by the Employer.

 

3.     TERM. The employment of the Employee hereunder shall commence on the date

       hereof and continue for a 4 years period through June 30, 2008, at which

       time it will automatically extend for an additional period of 4 years,

       i.e., until June 30, 2012.

 

4.     COMPENSATION AND BENEFITS. During the term of this Agreement, the

       Employer agrees to pay and/or cause OSL to pay to Employee (and to

       guarantee OSL's obligations hereunder), and Employee agrees to accept, in

       exchange for the services rendered hereunder by her, the following

       compensation and benefits:

 

                                       2

 

 

       4.1    BASE SALARY. Employee's base salary shall be twelve thousands and

              five hundred Dollars ($12,500) per month before all customary

              payroll deductions payable in accordance with the Employer's

              customary payroll procedures. The base salary will be paid with

              respect to each month, not later than the 9th of the following

              calendar month. The base salary will be paid in US Dollars or in

              NIS, at the Employee's choice, and if paid in NIS, will be

              calculated in accordance with the representative rate of exchange

              of the US Dollar as last published by the Bank of Israel before

              the date of payment (the "REPRESENTATIVE RATE"). In any event, the

              representative rate of exchange shall not be lower than the

              Representative Rate on the date of this Agreement.

 

       4.2    BONUS. Employer will pay Employee, and Employee will be entitled

              to receive from Employer, an annual bonus equal to (a) 0.75% of

              the Employer's annual consolidated profits (after tax) above

              $2,000,000 (two million US Dollars), to be paid by the Employer

              and (b) 0.75% of OIL's annual consolidated profits (after tax)

              after deducting Employer's annual consolidated profits (after

              tax), to be paid by OIL, but in any event no more than the sum

              equaling 6 times the annual base salary of Employee. Each part of

              the bonus will be paid within 45 days of approval of the

              respective Employer's and OIL's annual financial statements by the

              respective Board of Directors. Notwithstanding the above, the

              audit committee and/or the Board of Directors of OIL shall have

              the right, considering OIL's financial condition and/or its

              financial results, to reduce the bonus with respect to any

              particular year or to resolve that no such bonus shall be paid

              with respect to a particular year. This provision shall be deemed

              an agreement for the benefit of a third party (OIL), and will

              expire once OIL audit committee's approval and/or OIL board of

              director's approval is no longer required for employment

              agreements between Employer and Employee.

 

       4.3    BENEFITS. Employee shall be entitled to additional benefits as

              specified in APPENDIX 4.3 attached to this Agreement.

 

       4.4    NO OTHER PAYMENTS. This Agreement describes all payments,

              compensation and benefits to which Employee is entitled from

              Employer and its subsidiaries, and no other allowances or bonuses

              will be paid except as expressly approved by the Board of

              Directors of Employer, and any other approval required by

              applicable law.

 

5.     TERMINATION.

 

       5.1    Without derogating from the provisions of Section 3 above, each

              party may terminate this Agreement and the employment of Employee

              hereunder by providing the other party with a 180 days' written

              notice prior to the end of the respective term (the "Prior Notice

              Period"). Employer may relieve the Employee from the obligation to

              work during the Prior Notice Period, all or any part thereof, or

              terminate this Agreement prior to the termination of the Prior

              Notice Period, provided however that in any event, it will pay

              Employee all the salary, bonus (including on a pro-rata basis, if

              termination occurs in mid-year) and other compensation and

              benefits set forth in this Agreement for the entire Prior Notice

              Period. Notwithstanding the above, in the event of a Change of

              Control, as defined hereunder, Employee shall have the right,

              exercisable at any time during a period of 180 days from the

              Change of Control becoming effective, to terminate the employment

              by a 90 days prior written notice.

 

                                       3

 

 

       5.2    In the event of termination of this Agreement whether by Employer,

              whether by Employee (except under the circumstances described in

              section 5.4 hereunder), Employee (or the Employee's estate, as

              applicable) shall be entitled to assignment to Employee of

              ownership of her Executive Managers' Insurance Policy ("MANAGERS'

              INSURANCE POLICY") and monies accumulated therein, and payment of

              the difference, if any, between the sums accumulated in such

              Managers' Insurance Policy on account of the Employee's severance

              pay, and the amount of severance pay Employee is entitled to based

              on her last base salary multiplied by the number of years of her

              seniority with Employer as specified in section 5.5 hereunder.

 

       5.3    In any event, Employee shall be entitled to:

 

                       (i)    Payment of accrued vacation which remained unused

                              on the date of termination of this Agreement.

 

                       (ii)   The Employee's share in the Managers' Insurance

                              Policy (i.e., those funds which originate from

                              deductions made from Employee's base salary).

 

                       (iii)  All monies accumulated in the Employee's

                              Educational Fund.

 

       5.4    Notwithstanding the above, in circumstances under which Employee

              is convicted of a criminal offence constituting an act of moral

              turpitude, Employer may terminate this Agreement immediately,

              without giving any prior written notice and with no other

              obligation, and Employee shall not be entitled to the benefits

              listed in sections 5.2 above, but will be entitled to the benefits

              listed in section 5.3 above.

 

       5.5    SENIORITY. Employee commenced employment with an Affiliate of

              Employer in 1966. Employee's seniority with Employer will be

              deemed to include Employee's period of employment with Employer

              and any Affiliates, for all intents and purposes, including for

              rights depending on seniority, such as, but not limited to,

              severance pay, vacation and other matters.

 

6. CHANGE IN CONTROL.

 

       6.1    DEFINITION OF "CHANGE IN CONTROL" AND "GOOD REASON".

 

              A "CHANGE IN CONTROL" shall be deemed to have occurred if:

 

                       (i)    any person (except a publicly traded depository

                              trust company or other similar nominees holding

                              shares for their public beneficial owners) holds

                              or becomes the holder_(as that term is defined in

                              the Securities Law, 1968) of 50% or more of the

                              combined voting power of the then outstanding

                              voting securities entitled to vote generally in

                              the election of directors ("Voting Securities") of

                              Employer or of OIL, excluding, however, if such

                              holdings is the result of any of the following:

                              (a) any acquisition directly from the Employer or

                              from OIL, other than an

 

                                       4

 

 

                              acquisition by virtue of a public offering or by

                              virtue of the exercise of a conversion privilege

                              unless the security being so converted was itself

                              acquired directly from the Employer, or (b) any

                              acquisition by the Employer; or if

 

                       (ii)   more than 50% of the members of the Board of

                              Directors of the Employer shall not be Continuing

                              Directors, which term, as used herein, means the

                              directors of Employer (a) who were members of the

                              Board of Directors of Employer on July 1, 2004 or

                              (b) who subsequently became directors of Employer

                              and who were elected or designated to be

                              candidates for election as nominees for the Board

                              of Directors, or whose election or nomination for

                              election by Employer's stockholders was otherwise

                              approved, by a vote of 75% of the Continuing

                              Directors then on the Board of Directors but shall

                              not include, in any event, any individual whose

                              initial assumption of office occurs as a result of

                              either an actual or threatened election contest

                              (as such terms are used in Rule 14(a)-11 of

                              Regulation 14A promulgated under the US Securities

                              Exchange Act) or other actual or threatened

                              solicitation of proxies or consents by or on

                              behalf of a person other than the Board of

                              Directors; or if

 

                       (iii)  Employer shall be merged or consolidated with, or,

                              in any transaction or series of transactions,

                              substantially all of the business or assets of

                              Employer shall be sold or otherwise acquired by,

                              another corporation or entity unless, as a result

                              thereof, (a) the stockholders of Employer

                              immediately prior thereto shall beneficially own,

                              directly or indirectly, at least 60% of the

                              combined Voting Securities of the surviving,

                              resulting or transferee corporation or entity

                              (including, without limitation, a corporation that

                              as a result of such transaction owns Employer or

                              all or substantially all of Employer's business or

                              assets either directly or through one or more

                              subsidiaries) ("NEWCO") immediately thereafter in

                              substantially the same proportions as their

                              ownership immediately prior to such corporate

                              transaction, (b) no person holds, directly or

                              indirectly, 50% or more of the Voting Securities

                              of Newco immediately after such corporate

                              transaction except to the extent that such

                              ownership of Employer existed prior to such

                              corporate transaction and (c) more than 50% of the

                              members of the Board of Directors of Newco shall

                              be Continuing Directors; or if

 

                       (iv)   the stockholders of the Employer or of OIL approve

                              a complete liquidation or dissolution of Employer

                              or of OIL.

 

                  "GOOD REASON" shall be deemed to have occurred only if

                  Employee terminates employment for any of the following

                  reasons:

 

                                       5

 

 

                       (i)    a reduction by Employer in Employee's base salary

                              as in effect at the time of a Change in Control

                              plus all increases therein subsequent thereto, or

                              a reduction in the Employee's bonus as in effect

                              at the time of Change in Control plus all

                              increases therein subsequent thereto, or a change

                              in the manner of computation of Employee's annual

                              bonus that is adverse to Employee;

 

                       (ii)   the assignment to Employee of any duties

                              inconsistent with Employee's position, duties,

                              responsibilities and status with the Employer at

                              the time of the Change in Control, or any material

                              reduction in Employee's authority or

                              responsibilities from those assigned at the time

                              of the Change in Control, or a change in the

                              Employee's title or offices as in effect at the

                              time of the Change in Control, or any removal of

                              the Employee from, or any failure to re-elect the

                              Employee to, any of such positions, except in

                              connection with the termination of the Employee's

                              employment by the Employer for reason of the

                              Employee's Disability or under the circumstances

                              described in section 5.4 above. "DISABILITY" shall

                              mean that the Employee has become physically or

                              mentally disabled, whether totally or partially,

                              so that Employee prevented from performing the

                              essential functions of Employee's position for

                              more than 90 consecutive days; or

 

                       (iii)  the relocation of the Employee's office to a

                              location more than 60 miles from its location at

                              the time of a Change in Control or the Employer

                              requiring the Employee to be based anywhere other

                              than at such office, except for required travel

                              for Employer's business to an extent substantially

                              consistent with Employee's business travel

                              obligations at the time of a Change in Control.

 

              The Employee must provide a notice in writing to the Employer

              which shall set forth the specific "Good Reason" relied upon and

              shall set forth in reasonable detail the facts and circumstances

              claimed to provide a basis for termination of the Employee's

              employment under the provision so indicated.

 

       6.2    COMPENSATION UPON CHANGE IN CONTROL.

 

                       (i)    If, within three years following a Change in

                              Control, the employment of the Employee is

                              terminated by the Employer other than for

                              Disability or under circumstances described in

                              section 5.4 above or if the Employee terminates

                              her employment for Good Reason (all subject to

                              section 5 above) or if, within 180 days following

                              a Change in Control, Employee terminates the

                              employment pursuant to section 5.1 above, then

                              Employer shall pay to the Employee as a lump sum

                              on the fifth business day following Employee's

                              last day worked the amounts in clauses (a) through

                              (d) below:

 

                                       6

 

 

                              (a)  the Employee's full unpaid base salary

                                   accrued through the date of termination of

                                   this Agreement;

 

                              (b)  in lieu of any further salary payments for

                                   periods subsequent to the date of termination

                                   of this Agreement, payment of the Employee's

                                   monthly base salary at the time of the Change

                                   in Control plus any increases therein

                                   multiplied by 24;

 

                              (c)  in lieu of any future annual bonus payments

                                   (except as provided in clause (d) below) the

                                   average of the annual bonus paid to the

                                   Employee for the two years immediately

                                   preceding the Change in Control multiplied by

                                   two; and

 

                              (d)  a portion of the annual bonus for the year in

                                   which the termination of employment occurs,

                                   paid within 45 days after approval of the

                                   consolidated audited financial statements for

                                   that year by Employer's Board of Directors

                                   and by OIL's Board of Directors, with the

                                   amount thereof multiplied by a fraction, the

                                   numerator of which is the number of days in

                                   the year through the date of termination of

                                   employment and the denominator of which is

                                   365, and any unpaid annual bonus for any

                                   completed year.

 

                       (ii)   If, within three years following a Change in

                              Control, the Employer shall terminate the

                              Employee's employment (other than for Disability

                              or under circumstances described in section 5.4

                              above) or if, within 180 days following a Change

                              in Control, Employee terminates the employment

                              pursuant to section 5.1 above, or if the Employee

                              terminates her employment for Good Reason, the

                              Employer shall maintain in full force and effect,

                              for the Employee's continued benefit for a two

                              year period after her last day worked, or until

                              Employee obtains new employment, whichever is

                              earlier, all employee health, accident, life

                              insurance, disability and other employee welfare

                              benefit plans, programs or arrangements (including

                              pension accruals and loss of work capacity

                              insurance payments to Employee's Managers'

                              Insurance Policy) in which Employee was

                              participating immediately prior to the date of the

                              Change in Control plus all improvements therein

                              subsequent thereto, provided that the continued

                              participation of the Employee is not prohibited

                              under the terms and provisions of such plans,

                              programs and arrangements. In the event that the

                              Employee's participation in any such plan, program

                              or arrangement is prohibited, the Employer shall

                              arrange to provide the Employee with benefits

                              substantially similar to those that the Employee

                              would have been entitled to receive under such

                              plan, program or arrangement if she had remained a

                              participant for such additional period.

 

                       (iii)  In the event the employment of the Employee is

                              terminated by Employer other than for Disability

                              and other than under

 

                                       7

 

 

                              circumstances described in section 5.4 above, and

                              a Change in Control occurs within six months

                              thereafter, the Employee shall then be entitled to

                              compensation under this Section 6.2 reduced by any

                              compensation previously received under Section

                              5.1.

 

7.     NON-COMPETITION AND NON-SOLICITATION.

 

       7.1    APPLICABILITY. This paragraph 7 shall survive the termination of

              Employee's employment with Employer except that Sections 7.2 and

              7.3 shall terminate and be of no effect if Employee terminates her

              employment subsequent to a Change in Control for Good Reason or if

              Employment is terminated by Employer except (i) under

              circumstances described in section 5.4 above or (ii) due to a

              material violation of this Agreement by Employee.

 

       7.2    SCOPE OF NON-COMPETITION. Employee agrees that she will not,

              directly or indirectly, during her employment and for a period of

              one year from the date on which her employment with Employer

              terminates, be employed by, consult with or otherwise perform

              services for, own, manage, operate, join, control or participate

              in the ownership, management, operation or control of or be

              connected with, in any manner, any Competitor (as hereinafter

              defined) unless released from such obligation in writing by

              Employer. A "COMPETITOR" shall include any entity which competes

              with Employer in the geothermal and waste heat field (and

              industries set forth in an addendum to this Agreement, from time

              to time) worldwide, or any entity which is developing energy

              products or services that will be in competition with the energy

              products or services of Employer. Employee shall be deemed to be

              connected with a Competitor if such Competitor is (a) a

              partnership in which she is a general or limited partner or

              employee, (b) a corporation or association in which she is a

              shareholder, officer, employee or director, or (c) if Employee is

              a member, consultant or agent of such Competitor; provided,

              however, that nothing herein shall prevent the purchase or

              ownership by Employee of shares which constitute less than five

              percent of the outstanding equity securities of a publicly or

              privately held entity, if Employee has no other relationship with

              such entity.

 

       7.3    SCOPE OF NONSOLICITATION. Employee shall not intentionally,

              directly or indirectly solicit, influence or entice, or attempt to

              solicit, influence or entice, any employee or consultant of

              Employer to cease his relationship with Employer or solicit,

              influence, entice or in any way divert any customer, distributor,

              partner, joint venturer or supplier for Employer to do business or

              in any way become associated with any Competitor to the detriment

              of Employer. This Section 7.3 shall apply during the time period

              described in Section 7.2 hereof.

 

       7.4    NONDISCLOSURE: RETURN OF MATERIALS. During the term of her

              employment by Employer and following termination of such

              employment, Employee will not disclose (except as required by her

              duties to Employer), any Confidential Information (as defined

              below) to any third party. All documents, procedural manuals,

              guides, specifications, plans, drawings, designs, computer

              programs and similar materials, lists of present, past or future

              customers, customer proposals,

 

                                       8

 

 

              invitations to submit proposals, price lists and data relating to

              pricing of Employer's products and services, records, notebooks

              and similar repositories of or containing any Confidential

              Information (including all copies thereof) coming into Employee's

              possession or control by reason of Employee's employment by

              Employer, whether prepared by Employee or others; (i) are the

              property of the Employer, (ii) will not be used by Employee

              intentionally in any way adverse to Employer, (iii) will not be

              removed from Employer's premises or photocopied (except as

              Employee's employment by Employer shall require) and (iv) at the

              termination of Employee's employment, will be left with, or

              forthwith returned to, Employer.

 

              As used in this Agreement, "Confidential Information" shall mean

              secret or proprietary information of whatever kind or nature

              disclosed to Employee or becoming known to Employee (whether or

              not invented, discovered or developed by Employee), at any time

              during Employee's employment by Employer or her previous

              employment by Employer's Affiliates as a consequence or through

              such employment. Such secret or proprietary information shall

              include information relating to design, manufacture, application,

              know-how, research and development relating to Employer's present,

              past or prospective products, sources of supplies and materials,

              operating and other cost data, lists of present customers,

              customer proposals, price lists and data relating to pricing of

              Employer's products or services. Such secret or proprietary

              information shall specifically include, without limitation all

              information contained in Employer's manuals, memoranda, formulae,

              plans, drawings and designs, specifications, data supply sources,

              computer programs and records, legends or otherwise identified by

              Employer as confidential information.

 

              Confidential Information shall not, however, include information

              which is now or hereafter becomes generally known or available in

              the industry or to the public through no act on the part of

              Employee, is received by Employee from another person that is (to

              Employee's knowledge) free to disclose the same without

              restriction, or is independently developed by a third party who

              (to Employee's knowledge) has had no access to that or similar

              Confidential Information as disclosed pursuant to this Agreement.

 

              Employee's obligations under this Section 7.4 shall terminate

              three (3) years after the termination of Employee's employment.

 

       7.5    RIGHTS TO INVENTIONS.

 

                       (i)    The know-how, Inventions (as defined below) and

                              such other data that will be developed during

                              Employee's employment, and all modifications

                              thereof even if made after termination of

                              Employee's employment, shall belong to Employer,

                              and Employer will be the sole and exclusive owner

                              of any and all right pertaining thereto.

 

                                       9

 

 

                       (ii)   Employee shall keep signed, witnessed and dated

                              records of any and all ideas, inventions,

                              improvements and discoveries (whether or not

                              patentable), made, conceived or first reduced to

                              practice by Employee in the course of her

                              employment under this Agreement, together with all

                              supporting evidence such as notes, sketches,

                              drawings, models and data pertaining thereto.

                              Employee shall promptly make full disclosure to

                              Employer of any Inventions or modifications

                              thereof. At the time of this Agreement, Employee

                              has not been issued any patents for any device,

                              process, design or invention of any kind which may

                              be used by or needed by Employer in connection

                              with Employer's activities, services, and product

                              and which she has not assigned to Employer and

                              duly recorded in the United States Patent Office.

                              Employee agrees that all inventions developed by

                              Employee while she was employed by Employer and

                              prior to the date of this Agreement while she was

                              employed by Employer's Affiliates are the property

                              of Employer and subject to the terms of this

                              paragraph 7.5.

 

                       (iii)  Employer will have the right to submit patent

                              applications based on such inventions. Such

                              patents will identify the original inventors, as

                              required by patent law in the United States, and

                              also in other countries, even if not required by

                              law.

 

                              Employee shall, at Employer's expense, promptly

                              execute formal applications for patents and also

                              do all other acts and things (including, among

                              other, executing and delivering instruments of

                              further assignments, registration, assurance or

                              confirmation) deemed by Employer necessary or

                              desirable at any time or times in order to effect

                              the full assignment to Employer of Employee's

                              rights, title, and interest to such Inventions

                              and/or modifications, without payment therefore

                              and without further compensation beyond Employee's

                              agreed compensation for employment. The absence of

                              a request by Employer for information, or for the

                              making of an oath, or for the execution of any

                              document, shall in no way be construed to

                              constitute a waiver of the rights of Employer.

 

                              Should Employer determine that it has no intent to

                              make a patent application for an Invention, and

                              that it has no reason to keep such inventions

                              confidential, Employee will have the right, after

                              receiving Employer's approval in writing, to

                              pursue patent application at its own risk and

                              expense. It is expressly understood that Employer

                              may withhold such approval as it deems necessary

                              at its sole discretion.

 

                                       10

 

 

                       (iv)   As used in this Agreement, "INVENTIONS" shall mean

                              those discoveries, developments, inventions and

                              works of authorship, whether or not patentable,

                              relating to Employer's present, past or

                              prospective activities, services and products,

                              which activities, services and products are known

                              by Employee at any time during Employee's

                              employment by Employer as a consequence of such

                              employment, including any patents, models, trade

                              secrets, trademarks, service marks, copyrightable

                              subject matter and any copyrights therein,

                              proprietary information, design of a useful

                              article (whether the design is ornamental or

                              otherwise), computer programs and related

                              documentation, and other writings, code,

                              algorithms and information and related

                              documentation and materials which the Employee has

                              made, written or conceived or may make, write or

                              conceive, during Employee's employment by

                              Employer, either solely or jointly with others,

                              and either on or off Employer's premises (a) while

                              providing services to Employer, or (b) with the

                              use of time, materials or facilities of Employer,

                              or (c) relating to any Employer's product, service

                              or activity of which Employee has knowledge, or

                              (d) suggested by or resulting from any work

                              performed by or for Employer. Such term shall not

                              be limited to the meaning of "invention" under the

                              United States patent laws.

 

       7.6    EQUITABLE RELIEF. Employee acknowledges that the provisions of

              this paragraph 7 are essential to Employer, that Employer would

              not enter into this Agreement if it did not include this paragraph

              7 and that losses sustained by Employer as a result of a breach of

              this paragraph 7 cannot be adequately remedied by damages, and

              Employee agrees that Employer, notwithstanding any other provision

              of this Agreement, and in addition to any other remedy it may have

              under this Agreement or at law, shall be entitled to injunctive

              and other equitable relief, without the necessity for posting a

              bond, to prevent or curtail any breach of any provision of this

              Agreement, including, without limitation, this paragraph 7.

 

       7.7    DEFINITION OF EMPLOYER. For purposes of Sections 7.2 and 7.3

              hereof, "EMPLOYER" shall include all Affiliates of Employer, and

              any business ventures in which Employer or its Affiliates may

              participate.

 

8.     SEVERABILITY. To the extent any provision of this Agreement shall be

       invalid, illegal or unenforceable in any respect, it shall be considered

       deleted herefrom, and the remainder of such provision and of this

       Agreement shall be construed as if such invalid, illegal or unenforceable

       provision (or portion thereof) had never been contained herein. In

       furtherance and not in limitation of the foregoing, should the duration

       or geographical extent of, or business activities covered by any

       provision of this Agreement be in excess of that which is valid and

       enforceable under applicable law, then such provision shall be construed

       to cover only that duration, extent or activities which may validly and

       enforceably be covered.

 

                                       11

 

 

9.     FORM OF NOTICE. All notices given hereunder shall be given in writing,

       shall specifically refer to this Agreement and shall be personally

       delivered or sent by telecopy or other electronic facsimile transmission

       or by registered or certified mail, return receipt requested, at the

       addresses set forth below;

 

       If to Employee:                               Dita Bronicki

                                                     5 Brosh Street

                                                     Yavne, Israel

 

       If to Employer:                               Ormat Technologies Inc.

                                                     980 Greg Street

                                                     Sparks, Nevada 89431

                                                     USA

 

       If notice is mailed, such notice shall be effective after 10 days of

       mailing; if notice is personally delivered, it shall be effective upon

       receipt; and if sent by electronic facsimile transmission, it shall be

       effective on the following business day.

 

10.    WAIVERS. No delay or failure by any party hereto in exercising,

       protecting or enforcing any of its rights, titles, interests or remedies

       hereunder, and no course of dealing or performance with respect thereto,

       shall constitute a waiver thereof. The express waiver by a party hereto

       of any right, title, interest or remedy in a particular instance or

       circumstance shall not constitute a waiver thereof in any other instance

       or circumstance. All rights and remedies shall be cumulative and not

       exclusive of any other rights or remedies.

 

11.    AMENDMENTS IN WRITING. No amendment, modification, waiver, termination or

       discharge of any provision of this Agreement, nor consent to any

       departure therefrom by either party hereto, shall in any event be

       effective unless the same shall be in writing, specifically identifying

       this Agreement and the provision intended to be amended, modified,

       waived, terminated or discharged and signed by Employer and Employee.

 

12.    APPLICABLE LAW. Subject to Section 1 hereof, this Agreement shall be in

       all respects, including all matters of construction, validity and

       performance, be governed by, construed and enforced in accordance with,

       the laws of the State of Israel, without regard to any rules governing

       conflicts of laws.

 

13.    MITIGATION. The Employee shall not be required to mitigate the amount of

       any payment made after termination of employment by seeking other

       employment or otherwise, nor shall the amount of any such payment by the

       Employer be reduced by any compensation earned by the Employee as the

       result of employment by another employer after termination of employment

       or by any other compensation except as provided in Section 6.2(ii).

 

14.    SUCCESSORS. The Employer shall require any successor (whether direct or

       indirect, by purchase, merger, consolidation or otherwise) to all or a

       majority of the business or assets of the Employer, by agreement in form

       and substance reasonably satisfactory to the Employee, expressly to

       assume and agree to perform this Agreement in the same manner and to the

       same extent as the Employer would be required to perform it if no such

       succession had taken place. Failure of the Employer to obtain such

       agreement prior to the

 

                                       12

 

 

       effectiveness of any such succession shall be a breach of this Agreement

       and shall entitle the Employee to compensation under Section 6.2 in the

       same amount and on the same terms as the Employee would have been

       entitled to hereunder if the Employee had given a notice of termination

       for Good Reason as of the day immediately before such succession became

       effective and had specified that day in her notice. As used in this

       Agreement, "Employer" shall mean the Employer as defined in the first

       sentence of this Agreement and any successor to all or substantially all

       its business or assets or which otherwise becomes bound by all the terms

       and provisions of this Agreement, whether by the terms hereof by

       operation of law or otherwise. This Agreement shall inure to the benefit

       of and be enforceable by the Employee and her personal or legal

       representatives and successors in interest under this Agreement.

 

15.    HEADINGS. All headings used herein are for convenience only and shall not

       in any way affect the construction of, or be taken into consideration in

       interpreting, this Agreement.

 

16.    ENTIRE AGREEMENT. This Agreement on and as of the date hereof constitutes

       the entire Agreement between Employer (and/or Affiliates) and Employee

       with respect to the subject matter hereof and all prior or

       contemporaneous oral or written communications, understandings or

       agreements between Employer (and/or Affiliates) and Employee with respect

       to such subject matter are hereby superseded and nullified in their

       entireties.

 

                            [signature page follows]

 

 

                                       13

 

 

               IN WITNESS WHEREOF, the parties have executed and entered into

this Agreement on the date set forth above.

 

                                        EMPLOYEE:

 

 

                                        -----------------------------

 

                                        EMPLOYER:

 

 

                                        BY:__________________________

                                        TITLE:_______________________

 

 

 

I, Ormat Systems Ltd., hereby give my consent to employ Employee (on a 60%

basis) under the terms and conditions set forth in the above employment

agreement, and to otherwise be liable to my undertakings under the

Employer-Employee employment agreement set forth above, including under sections

1 and 4 above.

 

 

 

-----------------------

Ormat Systems Ltd.

 

                                       14

 

 

                             APPENDIX 4.3 - BENEFITS

                             -----------------------

 

1.     VACATIONS:

 

       1.1     30 days fully paid annual vacation. The annual vacation days may

               be accrued unlimitedly.

 

       1.2     10 Recovery days ("Dmei Havra'ah") each year, to be paid in

               accordance with the customary rate in OSL.

 

       1.3     90 days of fully paid sickness leave each year. Provided however,

               the Employee shall not be entitled to her base salary during such

               sickness leave, if and to the extent she is entitled to payments

               under a Loss of Working Capacity Insurance Policy. The days of

               sickness leave may be accrued with no limitation (subject to

               Employer's rights hereunder) but they may not, in any event, be

               redeemed or cashed by Employee.

 

2.     VEHICLE:

 

       2.1     Employer shall provide Employee with an executive automobile of

               licensing group 6, which shall be new or not more than 3 years

               old, of a make and model acceptable to Employee and Employer, as

               well as a mobile phone.

 

       2.2     Employer shall bear all costs involved in the use and maintenance

               of the automobile and the mobile phone, except the grossing up of

               taxes imposed on Employee as a result of such benefits, and

               except traffic or parking fines.

 

3.     EXECUTIVE MANAGERS' INSURANCE POLICY AND SEVERANCE PAY: Employer shall

       insure Employee under Pension Insurance Plans ("the plans") chosen by the

       Employee, as follows:

 

       3.1     Employer shall pay to the plans an amount equal to 13.33% of the

               Employee's base salary (8.33% towards severance pay and 5%

               towards pension pay) as well as an amount equal to up to 2.5% of

               the Employee's base salary to insure loss of working capacity.

               Upon any increase in Employee's base salary, Employer shall pay

               the plans such amounts as required for the sums accumulated under

               the Policy, on account of the Employee's severance pay, to equal

               at all times the amount of severance pay Employee is entitled to

               based on her last salary and her seniority with the Ormat Group

               (as determined in Section 5.5 to the Agreement).

 

       3.2     In addition, Employer shall deduct 5% from Employee's base salary

               and transfer such amount to the plans (towards pension pay).

 

4.     EDUCATIONAL FUND ("KEREN HISHTALMUT"): Employer shall pay to an

       Educational Fund chosen by Employee up to an amount equal to 7.5% of

       Employee's base salary (but no more than the salary limit exempt from tax

       under current tax law), as well as deduct up to

 

                                       15

 

 

       2.5% from Employee's base salary (but in any event no more than the

       salary limit exempt from tax under current tax law) and transfer such

       amount to the Fund.

 

5.     REIMBURSEMENT OF EXPENSES: Employee shall be entitled to reimbursement

       for reasonable out-of-pocket expenses incurred by Employee in connection

       with her employment with Employer, including for travel, professional

       literature, hosting, newspapers etc.. The reimbursement shall be effected

       against the presentation of proper invoices. In addition, Employee shall

       be entitled to reimbursement of her home telephone expenses, including

       the grossing up of the taxes imposed on such benefit.

 

6.     OTHER: other benefits customary to all employees of the Ormat Group, such

       as dental insurance, annual medical check ups, etc..

 

 

 

 

 

 

 

 

                                       16

 

 

 

 

 

 

EX-10.8.1 3 file3.htm YEHUDIT BRONICKI AMENDED EMPLOYMENT AGREEMENT

 

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (this “Amendment”) is entered into as of this 28 day of March, 2008, by and between Ormat Technologies, Inc., a Delaware corporation (the “Employer”), and Dita Bronicki (the “Employee”).

WHEREAS, the parties hereto previously entered into an employment agreement dated as of July 1, 2004 (the “Employment Agreement”); and

WHEREAS, in order to comply with recent guidance issued under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the parties hereto wish to amend the Employment Agreement in accordance with the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The second sentence of Section 4.2 of the Employment Agreement is amended in its entirety as follows:

Each part of the bonus is expected to be paid within 45 days of approval of the respective Employer’s and OIL’s annual financial statements by the respective Board of Directors, but in all cases each part will be paid during the calendar year following the calendar year in which the bonus is earned.”

2. Section 5.1 of the Employment Agreement is amended by adding the following provisions to the end of such Section:

Payment and provision of such salary, bonus, and other compensation and benefits, subject to Section 6.3 below, shall be made as follows:

(a) salary payments for the Prior Notice Period will be payable in accordance with the Employer’s payroll practices as in effect from time to time;

(b) bonus payments for any calendar year that would have been completed during the Prior Notice Period, and a pro-rata bonus payment for any such calendar year that is not so completed, will be paid in the year following the year for which such bonus is payable (e.g., the bonus for 2008 would be paid in 2009); and

 

 

 




 

(c) continued benefits will be provided for the Prior Notice Period, or until Employee obtains new employment, whichever is earlier, under all employee health, accident, life insurance, and disability plans, programs or arrangements (including pension accruals and loss of work capacity insurance payments to Employee’s Managers’ Insurance Policy) in which Employee was participating immediately prior to the date of the employment termination, provided that the continued participation of the Employee is not prohibited under the terms and provisions of such plans, programs and arrangements, and further provided that (i) to the extent any such benefit is provided via reimbursement to the Employee, no such reimbursement will be made by Employer later than the end of the year following the year in which the underlying expense is incurred, (ii) any such benefit provided by Employer in any year will not be affected by the amount of any such benefit provided by Employer in any other year, subject to any maximum benefit limitations applicable to any such health insurance benefit, and (iii) under no circumstances will the Employee be permitted to liquidate or exchange any such benefit for cash or any other benefit.”

3. Section 6.2(i) of the Employment Agreement is amended by deleting “as a lump sum on the fifth business day following Employee’s last day worked” from the first paragraph of such Section.

4. Sections 6.2(i)(a), (b), (c), and (d) of the Employment Agreement are amended in their entirety as follows:

(a) the Employee’s full unpaid base salary accrued through the date of termination of this Agreement, payable within five business days following Employee’s last day worked;

(b) the Employee’s monthly base salary at the time of the Change in Control plus any increases therein for 24 months, payable in accordance with the Employer’s payroll practices as in effect from time to time;

(c) bonus payments for the next two years following the termination of this Agreement, each such bonus calculated using the average of the annual bonus paid to the Employee for the two years immediately preceding the Change in Control, payable in the year following the year for which such bonus is payable (e.g., the bonus for 2008 would be paid in 2009); and

 

 

2

 




 

(d) a portion of the annual bonus for the year in which the termination of employment occurs, with the amount thereof multiplied by a fraction, the numerator of which is the number of days in the year through the date of termination of employment and the denominator of which is 365, and any unpaid annual bonus for any completed year, and in each case any such bonus to be paid in the year following the year for which such bonus is payable (e.g., the bonus for 2008 would be paid in 2009).”

5. Section 6.2(i) of the Employment Agreement is amended by adding the following sentence to the end of such Section:

The payments provided for in this Section 6.2(i) will be delayed in accordance with Section 6.3 below to the extent that such Section 6.3 requires a later payment date.”

6. Section 6.2(ii) of the Employment Agreement is amended in its entirety to as follows:

 

(ii)

If, within three years following a Change in Control, the Employer shall terminate the Employee’s employment (other than for disability or under the circumstances described in section 5.4 above), or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above, or if the Employee terminates her employment for Good Reason, the Employer shall maintain in full force and effect, for the Employee’s continued benefit for a two year period after her last day worked, or until Employee obtains new employment, whichever is earlier, all employee health, accident, life insurance, and disability plans, programs or arrangements (including pension accruals and loss of work capacity insurance payments to Employee’s Managers’ Insurance Policy) in which Employee was participating immediately prior to the date of the Change in Control plus all improvements therein subsequent thereto, provided that the continued participation of the Employee is not prohibited under the terms and provisions of such plans, programs and arrangements, and further provided that (A) to the extent any such benefit is provided via reimbursement to the Employee, no such reimbursement will be made by Employer later than the end of the year following the year in which the underlying expense is incurred, (B) any such benefit provided by Employer in any year will not be affected by the amount of any such benefit provided by Employer in any other year, subject to any maximum benefit

 

 

3

 




 

limitations applicable to such health insurance benefit, and (C) under no circumstances will the Employee be permitted to liquidate or exchange any such benefit for cash or any other benefit.”

7. Section 6.2(iii) of the Employment Agreement is amended in its entirety as follows:

 

(iii)

In the event the employment of the Employee is terminated by Employer other than for Disability and other than under circumstances described in Section 5.4 above, and a “409A Change in Control Event” occurs within six months thereafter, the Employee shall then be entitled to compensation under this Section 6.2 reduced by any compensation previously received under Section 5.1. For purposes of this Section 6.2(iii), “409A Change in Control Event” shall mean any event or transaction that constitutes a “change in control event” (as defined in Treasury Regulation § 1.409A-3(i)(5)(i), and as set forth in Treasury Regulation § 1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such regulation).”

8. A new Section 6.3 is added to the Employment Agreement as follows:

 

6.3.

Six-Month Wait for Specified Employees. To the extent that any amount payable or benefit to be provided under this Agreement constitutes an amount payable or benefit to be provided under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue Code, as amended (“Section 409A”)) as a result of a “separation from service” (as defined in Section 409A), including any amount payable or benefit to be provided under Sections 5 or 6 of this Agreement, but only to the extent that the Employee is subject to Section 409A and is deemed to be a “specified employee” (as that term is defined in Section 409A and pursuant to procedures established by the Company) on the “separation from service” date, then, notwithstanding any other provision in this Agreement to the contrary, such payment or benefit provision will not be made to the Employee during the six-month period immediately following her “separation from service” date. Instead, on the first day of the seventh month following such “separation from service” date, all amounts that otherwise would have been paid or provided to the Employee during that six-month period, but were not due to this Section 6.3, will be paid or

 

 

4

 




 

provided to the Employee at such time, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if the Employee “separates from service” due to death or if she dies before the six-month period has elapsed.”

9. Continued Validity of the Employment Agreement. Except as amended and superseded by this Amendment, the Employment Agreement will remain in full force and effect, will continue to bind the parties hereto, and will continue to govern the terms and conditions of the Employee’s continued employment with the Employer. To the extent that the terms of this Amendment conflict or are inconsistent with the terms of the Employment Agreement, the terms of this Amendment will govern.

10. Entire Agreement. This Amendment and the Employment Agreement, to the extent not amended and superseded by this Amendment, constitute the entire agreement between the parties hereto respecting the employment of the Employee with the Employer (the “Entire Agreement”). There being no representations, warranties, or commitments between the parties hereto except as set forth in the Entire Agreement, the Entire Agreement replaces and supersedes any other employment agreement or arrangement, oral or written, between the Employee and the Employer or any of its affiliates.

11. Amendment Effective Date. This Amendment will become binding and effective once both parties hereto have executed this Amendment.

12. Governing Law. This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, will be governed by and construed in accordance with the laws of the State of Israel (but not including the choice of law rules thereof).

13. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts when taken together shall constitute one and the same original.

[Remainder of page intentionally left blank. Signature page follows.]

 

 

5

 




 

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, or have caused this Amendment to be duly executed on their behalf, as of the day and year first written above.

 

 

 

ORMAT TECHNOLOGIES, INC.

 

 

 

 

 

By: 

 

 

 

Name:

 

 

 

Title:

 

 

 

 


DITA BRONICKI

 

 

 

 

 

 

 

 

 

 

 

 

6

 


 

 

EX-10.2 3 exhibit_10-2.htm EXHIBIT 10.2



Exhibit 10.2

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment") is entered into as of this 21 day of March 2012, by and between Ormat Technologies, Inc., a Delaware corporation (the "Employer"), andYehudit Bronicki (the "Employee").

 

WHEREAS, the parties hereto previously entered into an employment agreement dated as of July 1, 2004, which agreement was amended in March 2008, (the "Employment Agreement"); and

 

WHEREAS, the Employer and the Employee are interested in further modifying the Agreement to extend its term for an additional two (2) years, all in accordance with the terms and conditions of this Second Amendment;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Agreement as follows:

 

1.           Renewal.  The parties hereby agree to extend the Agreement for a renewal term of two (2) years until June 30, 2014.

 

2.           Continued Validity.   Except as specifically modified by this Second Amendment, the terms and conditions of the Agreement, as amended, shall remain in full force and effect and shall continue to govern the business relationship between the parties.  In the event of any inconsistency between the terms of this Second Amendment and the terms of the Agreement, as amended, the terms of this Second Amendment shall control.

 

3.           Entire Agreement.  This Second Amendment and the Agreement, as amended, constitute the entire agreement and understanding between the parties respective the employment of the Employee with the Employer.  Any modifications to this Second Amendment or the Agreement must be in writing and signed by both parties

 

4.           Governing Law.   This Second Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, will be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof).

 

5.           Counterparts.   This Second Amendment may be executed n several counterparts, each of which shall be deemed to be an original, and such counterparts when taken together shall constitute one and the same original.

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment.

 

Ormat Technologies, Inc.

Yehudit Bronicki

 

 

/s/ Lucien Y. Bronicki

/s/Yehudit Bronicki

Name:  Lucien Y. Bronicki

 

Title:    Chairman and CTO

 

 



                                                                                     

 

 

 

 

EX-10 2 ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 11th day of February 2014 (the "Effective Date"), by and among Ormat Technologies, Inc., a Delaware corporation with offices at 6225 Neil Road, Reno, Nevada (the "Company"); Ormat Systems Ltd., an Israeli company and a wholly owned subsidiary of the Company with offices at Szydlowki Road Yavne, Israel (the "Subsidiary"); and Isaac Angel, ID Number 012735478, residing at 2A Zahal Street, Tel Aviv, Israel (the "Executive").

 


WHEREAS,
 the Company, whose shares are traded on the New York Stock Exchange ("NYSE"), is engaged, directly and indirectly, in geothermal and recovered energy generation;

 

WHEREAS, the Company and the Subsidiary desire to employ the Executive, and the Executive desires to serve, as Chief Executive Officer ("CEO") as described herein, on the terms and conditions hereinafter set forth;

 

WHEREAS, the Executive has declared that he has all of the necessary qualifications, knowledge and experience to successfully perform his duties as described hereunder; and

 

WHEREAS, the Board of Directors of the Company (the "Board") has approved the engagement contemplated hereunder and the Compensation Committee of the Board has approved this Agreement;

 

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, the parties agree as follows:

 

1.

Employment

 

 

(a)

The Executive’s employment shall commence on April 1, 2014 (the “Commencement Date”).

 

 

(b)

The Executive shall be employed on a full time basis in the position of CEO of the Company and the Subsidiary and, for as long as requested by the Board, also serve as CEO of OIL (as defined below), and perform such other services ancillary to his role as CEO, including those that may be required under the Services Agreement between OIL and the Subsidiary, dated July 15, 2004, a copy of which was made available to Executive. Notwithstanding the foregoing, the Executive shall assume the title of CEO as aforesaid only as of July 1, 2014 and, between the Commencement Date and July 1, 2014, shall serve in an officer capacity only.

 

 

(c)

During Executive’s employment hereunder, Executive shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by the Board and as otherwise required by applicable law.

 

 

(d)

The Executive undertakes to devote full time, attention, skill, and effort to the performance of his duties hereunder and undertakes not to engage as an employee or consultant, in any business, commercial or professional activities, during his employment, without the prior written consent of the Board. However, the foregoing shall not restrict the Executive from (a) serving as a director as set forth in Schedule 1(d) hereto and/or (b) expending his personal time to manage his own investments so long as: (i) such activities are consistent with, and do not interfere with the performance of, his duties and responsibilities hereunder; and (ii) the Executive discloses to the Board of Directors any activity that may result in a conflict of interest with his duties.

 

 

(e)

For the avoidance of any doubt, nothing contained herein shall derogate from the Executive’s undertakings as specified in the IP Undertaking (as defined below).

 

 

(f)

Executive acknowledges and agrees that, as part of his duties hereunder, he is required to perform frequent business travel.

 

 

1


 

 

2.

Special Agreement

 

It is agreed between the parties that this Agreement is a personal agreement, and that the position the Executive is to hold hereunder is a management position which requires a special measure of personal trust, as such terms are defined in the Working Hours and Rest Law, 1951, as amended. Thus, the Executive may be required from time to time and according to the work load demanded of him, to work beyond the regular working hours and the Executive shall not be entitled to any further compensation other than as specified in this Agreement and the Appendixes hereto.

 

3.

Representations and Undertakings

 

 

3.1

The Executive represents and undertakes the following:

 

 

(a)

There are no other undertakings or agreements preventing him from committing himself in accordance with this Agreement and performing his obligations hereunder.

 

 

(b)

Executive shall inform the Board or the Company's Secretary, immediately upon becoming aware, of every matter in which he or his Immediate Family has a personal interest and which might give rise to a conflict of interest with his duties under the terms of his employment. Immediate Family shall include the spouse, children and any other relative living with the Executive in the same household

 

 

(c)

In carrying out his duties under this Agreement, the Executive may commit on behalf of the Group only to the extent permitted and consistent with the duties and responsibilities assigned to him by the Board.

 

 

(d)

Executive shall not receive any payment and/or benefit from any third party, directly or indirectly in connection with his employment.

 

 

(e)

Executive undertakes to use the Company Equipment (as defined below) and facilities principally for the purpose of his employment. The Executive acknowledges that the Company's electronic information systems and internet (the “Systems”) are intended to be used for business purposes only, although the  Company does not prohibit the Executive from reasonable private use of the email box made available by the Company to the Executive. To that end, Executive acknowledges that his email account in the Systems shall be considered a work account, and not a mixed use or personal account, which may be subject to inspection if determined to be necessary by the Board.

 

 

(f)

In any event of the termination of his employment, the Executive shall cooperate with the Company and use his best efforts to assist with the integration into the Company’s organization of the person or persons who will assume the Executive’s responsibilities.

 

 

(g)

Executive shall comply with the Company's guidelines and policies, including the Company's Code of Business Conduct and Ethics, as established by the Board from time to time.

 

 

3.2

The Company and the Subsidiary represent and undertake the following:

 

 

(a)

The Company and the Subsidiary have all requisite corporate power and authority to execute, deliver and perform their obligations under this Agreement. Other than with respect to the matters set forth in clause (b) below, prior to Commencement Date, the Company will perform all the necessary acts required under any applicable law, regulation (including stock exchange regulations or binding guidelines), material contract, or any of its charter documents, to fully execute this Agreement.

 

 

 

 

(b)

The Company undertakes to convene, as soon as practicable, and in any event, no later than May 31, 2014, an annual or special general meeting of its shareholders (the "GM") to approve an amendment to its 2012 Incentive Compensation Plan, including Annex A thereto (as amended, the "Incentive Compensation Plan") to allow the Second Option Grant (as defined in Appendix A hereto) pursuant to the Incentive Compensation Plan (the "Shareholder Approval").

 

 

2


 

 

4.

Compensation

 

 

4.1

In consideration for the performance of his duties, the Executive shall be entitled to the compensation set forth in Appendix A attached hereto.

 

 

4.2

It is hereby agreed that Executive is employed partly by the Company and partly by the Subsidiary. To that end, the parties further agree to the allocation mechanism set forth in Schedule 4.2 hereto, as may be modified from time to time.

 

5.

Non Disclosure, Unfair Competition and Ownership of Inventions

 

Simultaneously with the signing of this Agreement, the Executive is executing the Non-Disclosure, Unfair Competition and Ownership of Inventions undertaking in favor of the Company and any affiliates thereof, attached hereto as Appendix B (the "IP Undertaking").

 

6.

Term and Termination

 

6.1 The Company and the Executive shall each be entitled to terminate this Agreement, for any reason, by giving the other party hereto six (6) months of prior written notice of such termination (the "Notice Period").

 

 

6.2

During the Notice Period, the Executive shall be entitled to continue to receive all the compensation under Appendix A. Alternatively, the Company may, at any time during the Notice Period, terminate employer-employee relations immediately as long as Executive receives the equivalent payment of his Salary and payment of all the benefits detailed in Sections 5 and 6 of Appendix A and the employer's contribution under Sections 7 and 8 thereof, in each case, for the balance of the Notice Period.

 

6.3 Notwithstanding the foregoing, the Company may terminate the Executive’s employment at any time immediately (and without prior notice) for Cause (as defined below). Should the termination of employment be for Cause, the Company will be entitled to withhold from, and will not be required to pay, the Executive any payments (including, without limitation, severance pay, bonuses etc.) to the fullest extent permitted by law.

 

 

6.4

Notwithstanding anything to the contrary contained herein, in the event that the Executive's employment is terminated by the Company without Cause, or the Executive resigns for Good Reason (as defined below), within two (2) months before, or twelve (12) months following, the date of a Change of Control (as defined below), Executive shall be entitled to the following:

 

 

(a)

The term Notice Period shall mean twelve (12) months (rather than six months); and

 

 

(b)

All the Options to purchase common stock of the Company granted to the Executive under Appendix A shall be accelerated and will become fully vested and exercisable (or payable) as of the date of the Change of Control (in case the termination or resignation occurred prior to or at the date of Change of Control) or as of the termination date (in case the termination or resignation occurred after the date of Change of Control).

 

 

6.5

It is hereby clarified that, upon termination, the Executive shall have no right for a lien on any of the Company’s assets, equipment or any other material, including information or Confidential Information as defined in Appendix B (together, the “Company Equipment”) and Executive shall return to the Company all of the Company Equipment in its possession no later than the day of termination of employee-employer relationship.

 

 

3


 

 

7.

Prevention of Sexual Harassment

 

The Executive acknowledges that the Subsidiary is committed to the restrictions as mentioned in the Prevention of Sexual Harassment Law, 1998, and that sexual harassment is a severe disciplinary offence.

 

8.

Notice

 

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered mail, postage prepaid, addressed to the respective addresses set forth above or last given by each party to the other, except that notice of change of address shall be effective only upon receipt.

 

9.

Indemnification and Insurance

 

In connection with the Executive’s services hereunder, the Executive shall receive an indemnity agreement, substantially in the form of Appendix C hereto, and shall be entitled to benefit from any director and officer liability insurance coverage policy carried by the Company (currently, as part of OIL's insurance policy, in the form of Appendix D hereto). In addition, subject to the necessary corporate approvals of OIL, the Company shall use reasonable efforts to cause OIL to provide Executive, if and to the extent he becomes the CEO thereof, with the indemnification agreement at least as favorable as those provided to other senior executive officers and directors of OIL.

 

10.

Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 10:

 

 

(a)

"affiliate" means, with respect to any specific entity or person, any other entity or person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity or person.

 

 

(b)

Cause” means the termination of the Executive's employment by the Company for (i) any of the reasons mentioned in Sections 16-17 to the Severance Pay Law, (ii) conviction of any felony involving moral turpitude or affecting the Company or its affiliates (including a plea of guilty or no contest); (iii) conviction for the embezzlement of funds of the Company or its affiliates or an attempt to do so; (iv) conduct by Executive that constitutes gross misconduct or gross neglect of his duties to the Company or its affiliates, as well as any breach of the Executive's fiduciary duties to the Company or its affiliates; and (v) breached any material term of this Agreement (including the IP Undertaking)); provided such breach was not cured (if capable of being cured) by Executive within 14 days following written notice thereof.

 

 

(c)

Change of Control” means the consummation of any of the following events, in a single transaction or in a series of related transactions: (i) the acquisition of the Company by another person(s) or entity by means of a merger, reorganization, consolidation, or similar event in which such person(s) or entity, who is not an affiliate of the Company's controlling stockholders, as constituted immediately prior to such acquisition, will hold, immediately after such acquisition, more than 50% of the outstanding voting power of the Company, the acquiring, resulting or surviving corporation; (ii) any transaction in which control of the Company is transferred to another person(s) or entity, who is not affiliated with any of the Company’s current controlling stockholders; (iii) the sale of all or substantially all of the assets of the Company (on a consolidated basis) to another entity (except an entity who is a member of the Group or any other person(s) or entity who is affiliated with any of the Company’s current controlling stockholders), or (iv) for as long as OIL controls the Company, a transaction in which control of OIL is transferred (whether by way of sale of shares of OIL or an acquisition of OIL by way of merger, reorganization, consolidation, or similar event) to another person or entity who is not affiliated with any of OIL’s current controlling shareholders. Notwithstanding the foregoing, the term Change of Control shall not include any transaction or series of related transactions that are part of an internal voluntary reorganization and/or restructuring of the Company and/or the Group that does not involve the acquisition of control by a third party not affiliated with the Group, such as a change in the state of the Company’s incorporation and/or acquisition by the Company of its own shares from any person, including OIL.

 

 

4


 

 

 

(d)

"control" (including the terms controlling, controlled by and under common control with) means the ownership of more than 50% of the voting power of an entity and/or the ability to appoint a majority of the directors of an entity, whether through the ownership of voting securities, by contract, or otherwise.

 

 

(e)

Good Reason” means (i) a reduction in Salary or diminution of Executive's annual bonus opportunity; (ii) diminution in authority, responsibilities or duties of Executive; (iii) diminution in the budget over which the Executive has authority; (iv) adverse change in reporting responsibilities of the Executive; (v) relocation of the Executive's main office; and (vi) any other breach of this Agreement. The Executive must provide written notice to the Company of the existence of the condition constituting the Good Reason and, if the condition is capable of being cured, the Company will then have 14 days from receipt of such notice during which the Company may remedy the condition.

 

 

(f)

"Group" means the Company its subsidiaries and affiliates (including OIL and its subsidiaries and affiliates).

 

 

(g)

"OIL" means Ormat Industries Ltd., an Israeli company traded on the Tel Aviv Stock Exchange.

 

 

(h)

"Severance Pay Law" means the Severance Pay Law, 1963.

 

11.

Miscellaneous.

 

 

(a)

This Agreement constitutes also a notice regarding terms of employment according to Notice to Employee (Terms of Employment) Law, 2002.

 

 

(b)

This Agreement and all Appendixes attached hereto constitute the entire agreement between the parties hereto and supersedes all prior agreements, proposals, understandings and arrangements, if any, whether oral or written, between the parties hereto with respect to the subject matter hereof. Any amendment to this Agreement must be agreed to in writing by all parties.

 

 

(c)

At Executive's request, the parties hereby agree that this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel.

 

 

(d)

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

 

 

(e)

Any delay or waiver of the Company or Subsidiary to enforce their rights in case of violation by the Executive of his obligations under this Agreement will not prevent them from enforcing their rights or requiring the Executive to perform his obligation.

 

 

(f)

Executive undertakes to be available to the Company and Subsidiary after the term of his employment, for the purpose of providing information related to his employment period, or to his activities during such period, including, if requested by the Company or Subsidiary, appearance before any court or another authority. The Company and Subsidiary will cover all reasonable costs incurred by Executive in connection with fulfillment of his obligation under this clause.

 

 

(g)

The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

 

5


 

 

 

(h)

This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

 

 

 

[signature page follows]

 

 

6


 

 

IN WITNESS WHEREOF, the parties have caused this Employment Agreement to be executed effective as of the Effective Date.

 

 

 

ORMAT TECHNOLOGIES, INC.       

         

 

By: /s/ Gillon Beck

 

By: /s/ Yehudit Bronicki   

Name: Gillon Beck

 

Yehudit Bronicki

Title: Chairman of the Board of Directors

 

Chief Executive Officer

 

 

 

ORMAT SYSTEMS LTD.                

 


By: /s/ Yehudit Bronicki                         
Name: Yehudit Bronicki
Title: Chief Executive Officer

 

 

 

EXECUTIVE:

 

ISAAC ANGEL                

 

By: /s/ Isaac Angel                        

 

 

 

List of Appendixes:

 

Appendix A – Compensation

 

Appendix B – IP Undertaking

 

Appendix C - Form of Company's Indemnity Agreement

 

Appendix D - Director and Officer Liability Insurance Policy (as currently in effect)

 

Appendix E-1 – 2012 Incentive Compensation Plan (including Annex A thereto)

 

Appendix E-2 - Stock Option Agreement

 

Appendix F – Leased Car Program

 

Appendix G - Section 14 of the Severance Pay Law

 

 

[Signature Page to Employment Agreement]

 

 

7


 

 

APPENDIX A

 

COMPENSATION

 

1.

Salary

 

 

1.1.

The Executive shall be entitled to a salary of One Hundred Thirty Five Thousand NIS (135,000) (gross) per month (the "Base Salary").

 

 

1.2.

The Base Salary shall be payable monthly until the 9th day of each month.

 

 

1.3.

The Base Salary shall be updated in accordance with the changes in the Israeli cost of living index as follows: Base index is the index known on the month the employment has started. Adjustments will be done monthly. If there is a reduction in the index, the salary will not be reduced, but no increases will be granted until the index reaches the level prior to the reduction.

 

 

2.

Fringe Benefits

 

The Executive shall be entitled to the following benefits, in addition to the Base Salary:

 

 

2.1.

Sick Leave

 

 

 

 

 

The Executive shall be entitled to sick leave pursuant to the Sick Pay Law up to 90 days . For the sake of clarity, there shall be no redemption of sick days. 

 

 

2.2.

Vacation

 

 

 

 

 

The Executive shall be entitled to 24 working days' vacation in each calendar year. The Executive shall be entitled to accumulate the unused balance of his vacation days up to a maximum of 50 days (the “Maximum”). The Executive shall be entitled to redeem the unused vacation days up to the Maximum upon termination of employment.

 

 

2.3.

Recuperation Payments

 

 

 

 

 

The Executive shall be entitled to receive recuperation payments (D’may Havra’ah) of 10 days per year after completion of his first year of employment.

 

 

3.

Stock Options

 

 

3.1.

Initial Option Grant: Executive will be granted upon the Commencement Date stock options exercisable into One Hundred Thousand (100,000) shares of common stock of the Company.

 

 

3.2.

Second Option Grant: Executive will be granted upon the Commencement Date stock options exercisable into Three Hundred Thousand (300,000) shares of common stock of the Company.

 

 

3.3.

The stock options will be granted under the terms of the Incentive Compensation Plan, a copy of which (before the contemplated amendment thereto) is attached asAppendix E-1 and the related Stock Option Agreements, substantially in the form of Appendix E-2, and shall have an exercise price equal to the closing sale price of the shares in the NYSE on the closing of the trading on the applicable date of grant.

 

 

3.4.

The Initial Option Grant will be available for exercise and become fully vested 7 years following the Commencement Date.

 

 

3.5.

The Second Option Grant will be available for exercise in the following manner:

 

 

One quarter (25%) shall vest 2 years following the Commencement Date;

 

 

One quarter (25%) shall vest 3 years following the Commencement Date;

 

 

One quarter (25%) shall vest 4 years following the Commencement Date; and

 

 

One quarter (25%) shall vest 5 years following the Commencement Date.

 

 

8


 

 

 

3.6.

Options outstanding and which have not been exercised within (i) 7.5 years following the grant date in the case of the Initial Option Grant, and (ii) 6 years following the grant date in the case of the Second Option Grant, shall expire.

 

 

3.7.

Notwithstanding anything to the contrary hereunder, the Second Option Grant shall not be exercisable at any time before the GM and shall be void, ab initio, if Shareholder Approval is not obtained at the GM.

 

 

4.

Bonuses

 

 

4.1

If the Company's annual consolidated net income ("Annual Profits") are above $20 million, as determined pursuant to the Company's financial statements, Executive will be entitled to receive an annual bonus (the "Annual Bonus") equal to (a) 0.75% for Annual Profits of up to $50 million (inclusive), and (b) 1.00% for the portion of the Annual Profits, if any, that is above $50 million; provided that, in any event, the Annual Bonus shall not exceed $750,000.

 

 

4.2

The Annual Bonus shall be paid within 45 days of approval of the Company's annual financial statements by the Board.

 

 

4.3

For the avoidance of any doubt it is hereby clarified that the Annual Bonus shall not constitute a part of the Salary for any purpose whatsoever, including for the purpose of the calculation of the Executive’s severance pay, to the extent such payment is applicable.

 

 

4.4

In the event of termination of employment during any fiscal year of the Company, Executive shall be entitled to receive a pro rata portion of the Annual Bonus (to which he would otherwise be entitled had he been employed throughout that full fiscal year) based on the number of months during which he was employed in such fiscal year. Payment of such portion of the Annual Bonus shall be made in accordance with clause 4.2 above.

 

 

5.

Company Car

 

 

5.1.

The Executive shall be entitled to receive a leased car equivalent to other executives’ cars in similar positions (the “Car”). The Subsidiary shall bear all expenses related to the Car as detailed in Appendix F. The Executive shall bear payments of all tax obligation related to the Car. For avoidance of any doubt, the Subsidiary's payment of all fuel expenses relating to the Car shall be in lieu of traveling expenses as required by applicable law. The current procedure related to the leased Car is described in Appendix F, attached hereto.

 

 

5.2.

The Executive shall not have any lien right in the Car or in any document or property relating thereto.

 

 

6.

Cell Phone and Internet connection

 

 

6.1.

During the Executive's employment with the Subsidiary, the Executive shall be entitled to a cellular phone, all expenses related to use and maintenance of the phone shall be paid by the Subsidiary; provided however, that any personal usage of the cellular phone by the Executive shall be done reasonably and in accordance with the Subsidiary's policy. At the end of the Executive’s employment hereunder, the Executive shall return the cellular phone to the Subsidiary (together with any other equipment provided to the Executive). The Executive shall bear all tax obligations related to the cellular phone and the Subsidiary shall be entitled to deduct such costs and expenses from the Base Salary.

 

 

6.2.

The Subsidiary will pay for installation of an internet line in Executive’s home, and pay the monthly cost of such line.

 

 

9


 

 

7.

Manager Insurance/Pension

 

 

7.1.

The Subsidiary provides the Executive with certain benefit plans, Managers' Insurance (the "Policy") and/or Pension Fund (the "Pension Fund"), all accordance to the choice of the Executive. For the avoidance of doubt, in the event the Executive chooses to combine plans, the contributions percentages will relate to such portion of the Base Salary which the Executive has allocated towards each benefit plan as follows:

 

 

7.1.1.

The Subsidiary shall pay into the Policy the following percentage of the Base Salary: 8.33% for severance compensation and 5% for pension compensation (which shall be 6% if made to a Pension Fund) ("Tagmulim"). In addition, the Subsidiary shall deduct 5% (which shall be 5.5% if made to a Pension Fund) and transfer that amount to the Policy (or to the Pension Fund). In addition, the Subsidiary shall obtain disability insurance, which may be included within the Policy, for the exclusive benefit of the Executive. The Subsidiary shall contribute in respect of such disability insurance an amount up to 2.5% of the Base Salary to guarantee 75% of the Executive's Base Salary, the lower of the two.

 

 

7.2.

Subsidiary hereby forfeits any right it may have in the reimbursement of sums paid hereunder into the above mentioned Manager’s Insurance Policy/Pension Fund, except in the event: (i) that Executive withdraws such sums from the Manager’s Insurance Policy/Pension Fund, other than in the event of death, disability or retirement at the age of 60 or more; and/or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law.

 

 

7.3.

Subsidiary and Executive, respectively, declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by the general settlement authorized as of 9.6.98 pertaining to Company’s payment to the benefit of pension funds and insurance funds, in place of severance payment in pursuance of Section 14 of the Severance Pay Law, attached hereto as Appendix G.

 

 

7.4.

Executive will be entitled to receive all sums available in the Managers’ Insurance policy/Pension Fund, in case of termination of this Agreement for any reason other than termination for Cause.

 

 

8.

Education Fund Contributions (Keren Hishtalmut)

 

 

8.1.

The Subsidiary shall pay a sum equal to 7.5% of the Executive’s Base Salary, up to the maximum salary amount exempt from income tax, and shall deduct 2.5% from the Executive’s Base Salary toward a further education fund as recognized by the Israeli income tax authorities (the “Fund”).

 

 

8.2.

The Fund (with regard to amounts contributed by the Company) shall be transferred to the Executive, subject to any applicable law, upon the termination of the Executive’s employment.

 

 

9.

Reimbursement of expenses

 

 

9.1.

Reimbursement of business expenses will be done in accordance with the Company's procedures.

 

 

9.2.

The Subsidiary will cover an annual checkup at a medical center (Seker Refui) (but not any additional tests or treatment).

 

 

10.

Payments; Taxes

 

 

10.1

For the sake of clarity, all figures for amounts payable hereunder to Executive are stated in gross amounts. Unless otherwise specifically stated herein, the Company and the Subsidiary, as applicable, shall be entitled to withhold or charge the Executive with all taxes and other compulsory payments as required under applicable law in respect of, or resulting from, the compensation paid to or received by him and in respect of all the benefits that the Executive is or may be entitled to hereunder.

 

 

10


 

 

 

10.2

Any amounts payable hereunder to Executive that are stated in US dollars, shall be payable to him in New Israeli Shekels in accordance with the exchange rate last reported by the Bank of Israel immediately prior to the actual payment date.

 

 

[signature page follows]

 

 

11


 

 

Acknowledged and Agreed:

 

 

 

ORMAT TECHNOLOGIES, INC.                

 

 

By: /s/ Gillon Beck

 

By: /s/ Yehudit Bronicki   

Name: Gillon Beck

 

Yehudit Bronicki

Title: Chairman of the Board of Directors

 

Chief Executive Officer

 

 

ORMAT SYSTEMS LTD.                

 


By: /s/ Yehudit Bronicki                         
Name: Yehudit Bronicki
Title: Chief Executive Officer

 

 

 

EXECUTIVE:

 

ISAAC ANGEL                

 

By: /s/ Isaac Angel

 

 

 

 

 

 [Signature Page to Appendix A of Employment Agreement]

 

 

12


 

 

APPENDIX B

 

UNDERTAKING

 

THIS UNDERTAKING (“Undertaking”) is entered into as of the 11th day of February 2014, by and between Ormat Systems Ltd., an Israeli limited liability company with offices at 1 Syzdlowski Road, Yavne, Israel (the "Company"), and Isaac Angel, ID Number 012735478, residing at 2A Zahal Street, Tel Aviv, Israel (the "Executive").

 

 

WHEREAS, the Executive wishes to be employed as CEO by the Company and its parent company; and

 

WHEREAS, the Company and its parent company wishes to employ the Executive, subject to his executing this Undertaking in their favor.

 

NOW, THEREFORE,     the Executive undertakes and warrants towards the Company as follows:

 

1.

Confidential Information

 

1.1.

The Executive acknowledges that he will have access to confidential and proprietary information, including information concerning activities of the Company and any of its parent and affiliated companies, and that he will have access to technology regarding the product research and development, patents, copyrights, customers (including customer lists), marketing plans, strategies, forecasts, trade secrets, test results, formulae, processes, data, know-how, improvements, inventions, techniques and products (actual or planned) of the Company and any of its parent, subsidiary and affiliated companies. Such information in any form or media, whether documentary, written, oral or computer generated, shall be deemed to be and referred to herein as “Proprietary Information”.

 

1.2.

During the term of his employment or at any time after termination thereof for any reason, the Executive shall not disclose, without the prior consent of the Company, to any person or entity any Proprietary Information, whether oral or in writing or in any other form, obtained by the Executive while in the employ of the Company (including, but not limited to, the processes and technologies utilized and to be utilized in the Company’s business, the methods and results of the Company’s research, technical or financial information, employment terms and conditions of the Executive and other Company employees or any other information or data relating to the business of the Company or any information with respect to any of the Company’s customers), other than disclosure made as part of Executive's performance of his duties under the Employment Agreement and for the benefit of the Company.

 

1.3.

Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company irrespective of form, but excluding information that has become a part of the public domain not as a result of a breach of this Undertaking by the Executive.

 

1.4.

The Executive agrees that all memoranda, books, notes, records (contained on any media whatsoever), charts, formulae, specifications, lists and other documents made, compiled, received, held or used by the Executive while in the employ of the Company, concerning any phase of the Company’s business or its trade secrets (the “Materials”), shall be the Company’s sole property and all originals or copies thereof shall be delivered by the Executive to the Company upon termination of the Executive’s employment or at any earlier or other time at the request of the Company, without the Executive retaining any copies thereof.

 

2.

Unfair Competition and Solicitation

 

2.1.

The Executive acknowledges that the provisions of this Undertaking are reasonable and necessary to legitimately protect the Company’s Proprietary Information, its property (including intellectual property) and its goodwill (the “Company’s IP”). The Executive further acknowledges that he has carefully reviewed the provisions of this Undertaking, he fully understands the consequences thereof and he has assessed the respective advantages and disadvantages to him of entering into this Undertaking.

 

 

13


 

 

2.2.

In light of the above provisions, the Executive undertakes:

 

 

2.2.1.

That during the term of his employment in the Company (including his Notice Period) and for a period of two years thereafter, he shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which is reasonably likely to involve or require the use of any of the Company’s IP; provided that the foregoing shall not restrict Executive from making passive equity investments of up to 5% of outstanding shares or voting power of any private entity (2.5% in a public entity).

 

 

2.2.2.

That for two years following the term of his employment, not to induce any employee of the Company or of any of its, parent subsidiary or affiliated companies to terminate such employee’s employment therewith.

 

 

2.2.3.

That for two years following the term of his employment, not, directly or indirectly, to solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate, reduce or modify the scope of such person's engagement with the Company.

 

3.

Ownership of Inventions

 

3.1.

The Executive will notify, disclose and deliver to the Company, or any persons designated by it, all information, improvements, inventions, formulae, processes, techniques, know-how and data, invented in his capacity as an employee of the Company, and other inventions relating to the Company's Field of Business (as defined below) whether or not patentable, made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, during the Executive’s employment with the Company (including after hours, on weekends or during vacation time) (all such information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the: “Inventions” or “Invention”) immediately upon discovery, receipt or invention as applicable. In the event that the Executive, for any reason, refrains from delivering the Invention upon grant of notice regarding the Invention, as described above, the Executive shall notify the Company of the Invention and specify in such notice the date in which the Invention shall be delivered to the Company and the reason for delay in such delivery. The Invention shall be delivered as soon as possible thereinafter.

 

 

 

For the purposes of this Agreement, the term "Company's Field of Business" shall be the field of development, manufacturing, construction, ownership and operation of renewable energy power generation projects. The Executive shall not disclose to any person or entity without the prior consent of the Company any Proprietary Information, whether oral or in writing or in any other form, obtained by the Executive while in the employ of the Company.

 

In addition the Executive will notify and disclose to the Company, or any persons designated by it, any and all Inventions made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others, during the Executive’s employment with the Company (including after hours, on weekends or during vacation time) immediately upon discovery, receipt or invention as applicable. In the event that the Executive, for any reason, refrains from delivering the Invention upon grant of notice regarding the Invention, as described above, the Executive shall notify the Employer of the Invention and specify in such notice the date in which the Invention shall be delivered to the Company and the reason for delay in such delivery. The Invention shall be delivered as soon as possible thereinafter.

 

3.2.

Notwithstanding the aforesaid, the Inventions shall not include information which (A) is in the public domain, or has become publicly known and made generally available through no wrongful act of the Executive, or (B) reflects general skills and experience gained during the Executive’s employment by the Company, or (C) reflects information and data generally known within the industries or trades in the Company’s Field of Business.

 

 

14


 

 

3.3.

If any provision in this Undertaking is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, such provision shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable; failing which, that provision shall be severed and the remainder of this Undertaking will continue in full force and effect.

 

3.4.

For the removal of doubt, it is hereby clarified that the provisions contained in section will apply also to any "Service Inventions" relating to the Company's Field of Business as defined in the Israeli Patent Law, 1967 (the "Patent Law"). However, in no event will such Service Inventions become the property of the Executive and the provisions contained in Section 132(b) of the Patent Law shall not apply unless the Company provides in writing otherwise. It is hereby clarified, that the Base Salary constitutes full and sole consideration for any and all Inventions or Service Inventions and that the Executive shall not be entitled to royalties or any other payment with regard to any Inventions or Service Inventions, including any commercialization of such Inventions or Service Inventions.

 

3.5.

Delivery of the notice and the Invention shall be in writing, supplemented with a detailed description of the Invention and the relevant documentation. The Executive agrees that all the Inventions relating to the Company's Field of Business shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents and other rights in connection with such Inventions. The Executive hereby assigns to the Company any rights the Executive may have or acquire in such Inventions. In order to avoid any doubt, it is hereby clarified that a lack of response from the Company with respect to the notice of the Invention or of its delivery, shall not be considered a waiver of ownership of the Invention, and in any event the Invention shall remain the sole property of the Company.

 

3.6.

The Executive further agrees as to all such Inventions to assist the Company, or any persons designated by it, in every proper way to obtain and from time to time enforce such inventions in any way including by way of patents over such Inventions in any and all countries, and to that effect the Executive will execute all documents for use in applying for and obtaining patents over and enforcing such Inventions, as the Company may desire, together with any assignments of such Inventions to the Company or persons or entities designated by it.

 

4.

General.

 

4.1.

The Executive acknowledges that the provisions of this Undertaking serve as an integral part of the terms of his employment and reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof. If any provision of this Undertaking (including any sentence, clause or part thereof) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete there from the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any particular provision contained in this undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.

 

4.2.

The provisions of this Undertaking shall continue and remain in full force and effect following the termination of the employment relationship between the Company and the Executive for whatever reason. This Undertaking shall not serve in any manner as to derogate from any of the Executive’s obligations and liabilities under any applicable law.

 

**************

 

 

15


 

 

Acknowledged and Agreed:

 

 

 

EXECUTIVE:

 

ISAAC ANGEL                

 

By: /s/ Isaac Angel

 

 

 

 

 

 

 

 

 

[Signature Page to Appendix B of Employment Agreement]

 

 

 

16