Amendment

 

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.
 
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       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:
 
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                       (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:
 
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                              (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
 
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                              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,
 
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              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.
 
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                       (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