{"id":39031,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-clickservice-software-ltd-and-moshe.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-clickservice-software-ltd-and-moshe","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-clickservice-software-ltd-and-moshe.html","title":{"rendered":"Employment Agreement &#8211; Clickservice Software Ltd. and Moshe Benbassat"},"content":{"rendered":"<pre>                           CLICKSERVICE SOFTWARE LTD.\n\n                              EMPLOYMENT AGREEMENT\n\n\n        This Agreement is entered into as of February 10, 2000, (the \"Effective\nDate\") by and between ClickService Software Ltd. (the \"Company\"), and Moshe\nBenbassat (the \"Executive\").\n\n        WHEREAS, Executive currently serves as the Chief Executive Officer of\nthe Company;\n\n        WHEREAS, the parties desire and agree to enter into an employment\nrelationship by means of this Agreement; and\n\n        NOW THEREFORE, in consideration of the promises and mutual covenants\nherein contained, and other good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, it is mutually covenanted and\nagreed by and among the parties as follows:\n\n        1. Duties and Scope of Employment.\n\n                (a) Positions and Duties. As of the Effective Date, Executive\nwill continue to serve as Chief Executive Officer of the Company. Executive will\nrender such business and professional services in the performance of his duties,\nconsistent with Executive's position within the Company, as shall reasonably be\nassigned to him by the Company's Board of Directors (the \"Board\"). The period of\nExecutive's employment under this Agreement is referred to herein as the\n\"Employment Term.\"\n\n                (b) Board Membership. During the Employment Term, Executive will\nserve as a member and Chairman of the Board, subject to the Company's Articles\nof Association.\n\n                (c) Obligations. During the Employment Term, Executive will\nperform his duties faithfully and to the best of his ability and will devote his\nfull business efforts and time to the Company. For the duration of the\nEmployment Term, Executive agrees not to actively engage in any other\nemployment, occupation or consulting activity for any direct or indirect\nremuneration without the prior approval of the Board. Notwithstanding the\nforegoing, Executive may serve on the board of directors of any other companies\nor work in academic pursuits as long as such service does not materially\ninterfere with the performance of his duties to the Company.\n\n        2. At-Will Employment. The parties agree that the Executive's employment\nwith the Company will be \"at-will\" employment and may be terminated at any time\nwith or without cause or notice. Executive understands and agrees that neither\nhis job performance nor promotions, commendations, bonuses or the like from the\nCompany give rise to or in any way serve as the basis for modification,\namendment, or extension, by implication or otherwise, of his employment with the\nCompany.\n\n        3. Compensation.\n\n\n\n\n\n                (a) Base Salary. During the Employment Term, the Company will\npay Executive as compensation for his services a base salary at the annualized\nrate of $225,000 (the \"Base Salary\"). The Base Salary will be paid periodically\nin accordance with the Company's normal payroll practices and be subject to the\nusual, required withholding.\n\n                (b) Bonus. In addition to the Base Salary, Executive shall be\nentitled to earn an annual performance bonus of up to 100% of Base Salary (the\n\"Bonus\"). Such Bonus, if any, shall be based on the achievement of target\nmilestones to be determined by the Compensation Committee of the Board after\nconsultation with Executive and shall be paid on a quarterly basis. The Bonus\nmay be reviewed annually by the Compensation Committee of the Board for possible\nincreases in light of Executive's performance.\n\n                (c) Relocation and Temporary Living Reimbursement. During the\nEmployment Term, the Company will reimburse the Executive for: (i) reasonable\nmoving expenses incurred by Executive and his family during their relocation\nfrom Executive's primary residence to the Company's headquarters, and (ii)\nreasonable housing and living expenses to be mutually agreed to by the Company\nand Executive. The total of all such amounts shall not exceed $75,000 per year.\n\n        4. Employee Benefits. During the Employment Term, Executive will be\nentitled to participate in the employee benefit plans currently and hereafter\nmaintained by the Company of general applicability to other senior executives of\nthe Company, including, without limitation, the Company's group medical, dental,\nvision, disability, life insurance, and flexible-spending account plans. The\nCompany reserves the right to cancel or change the benefit plans and programs it\noffers to its employees at any time.\n\n        5. Vacation. Executive will be entitled to paid vacation of twenty-six\n(26) days per year in accordance with the Company's vacation policy, with the\ntiming and duration of specific vacations mutually and reasonably agreed to by\nthe parties hereto.\n\n        6. Expenses. The Company will reimburse Executive for reasonable travel,\nentertainment or other expenses incurred by Executive in the furtherance of or\nin connection with the performance of Executive's duties hereunder, in\naccordance with the Company's expense reimbursement policy as in effect from\ntime to time.\n\n        7. Severance.\n\n                (a) Involuntary Termination. If Executive's employment with the\nCompany terminates other than for \"Cause\" (as defined herein), and Executive\nsigns and does not revoke a standard release of claims with the Company, then,\nsubject to Section 11, Executive shall be entitled to receive continuing\npayments of severance pay (less applicable withholding taxes) at a rate equal to\nhis Base Salary rate, as then in effect, for a period of twelve (12) months from\nthe date of such termination, to be paid, in Executive's discretion, (i)\nperiodically in accordance with the Company's normal payroll policies or (ii) in\na lump-sum within thirty (30) days of such termination.\n\n                (b) Termination for Cause. If Executive's employment with the\nCompany terminates for Cause by the Company, then Executive will only be\neligible for severance benefits in accordance with the Company's established\npolicies as then in effect.\n\n\n                                      -2-\n\n\n\n        8. Change of Control Benefits. In the event of a \"Change of Control\" (as\ndefined below) that occurs prior to the Executive's termination of service to\nthe Company, the Option will have its vesting accelerated so as to become 100%\nvested. Thereafter, the Option will continue to be subject to the terms,\ndefinitions and provisions of the Option Plan and Option Agreement.\n\n        9. Definitions.\n\n                (a) Cause. For purposes of this Agreement, \"Cause\" is defined as\n(i) an act of dishonesty made by Executive in connection with Executive's\nresponsibilities as an employee, (ii) Executive's conviction of, or plea of nolo\ncontendere to, a felony, or (iii) Executive's gross misconduct.\n\n                (b) Change of Control. For purposes of this Agreement, \"Change\nof Control\" of the Company is defined as: (i) any \"person\" (as such term is used\nin Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)\nis or becomes the \"beneficial owner\" (as defined in Rule 13d-3 under said Act),\ndirectly or indirectly, of securities of the Company representing 50% or more of\nthe total voting power represented by the Company's then outstanding voting\nsecurities; or (ii) a change in the composition of the Board occurring within a\ntwo-year period, as a result of which fewer than a majority of the directors are\nIncumbent Directors. \"Incumbent Directors\" will mean directors who either (A)\nare directors of the Company as of the date hereof, or (B) are elected, or\nnominated for election, to the Board with the affirmative votes of at least a\nmajority of the Incumbent Directors at the time of such election or nomination\n(but will not include an individual whose election or nomination is in\nconnection with an actual or threatened proxy contest relating to the election\nof directors to the Company); or (iii) the date of the consummation of a merger\nor consolidation of the Company with any other corporation that has been\napproved by the stockholders of the Company, other than a merger or\nconsolidation which would result in the voting securities of the Company\noutstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted into voting securities of the\nsurviving entity) more than fifty percent (50%) of the total voting power\nrepresented by the voting securities of the Company or such surviving entity\noutstanding immediately after such merger or consolidation, or the stockholders\nof the Company approve a plan of complete liquidation of the Company; or (iv)\nthe date of the consummation of the sale or disposition by the Company of all or\nsubstantially all the Company's assets.\n\n        10. Confidential Information. Executive agrees to enter into the\nCompany's standard Confidential Information and Invention Assignment Agreement\n(the \"Confidential Information Agreement\") upon commencing employment hereunder.\n\n\n                                      -3-\n\n\n\n        11. Conditional Nature of Severance Payments.\n\n                (a) Noncompete. Executive acknowledges that the nature of the\nCompany's business is such that if Executive were to become employed by, or\nsubstantially involved in, the business of a competitor of the Company during\nthe twelve (12) months following the termination of Executive's employment with\nthe Company, it would be very difficult for the Executive not to rely on or use\nthe Company's trade secrets and confidential information. Thus, to avoid the\ninevitable disclosure of the Company's trade secrets and confidential\ninformation, Executive agrees and acknowledges that Executive's right to receive\nthe severance payments set forth in Section 7 (to the extent Executive is\notherwise entitled to such payments) shall be conditioned upon the Executive not\ndirectly or indirectly engaging in (whether as an employee, consultant, agent,\nproprietor, principal, partner, stockholder, corporate officer, director or\notherwise), nor having any ownership interested in or participating in the\nfinancing, operation, management or control of, any person, firm, corporation or\nbusiness that competes with Company or is a customer of the Company. Upon any\nbreach of this section, all severance payments pursuant to this Agreement shall\nimmediately cease.\n\n        12. Assignment. This Agreement will be binding upon and inure to the\nbenefit of (a) the heirs, executors and legal representatives of Executive upon\nExecutive's death and (b) any successor of the Company. Any such successor of\nthe Company will be deemed substituted for the Company under the terms of this\nAgreement for all purposes. For this purpose, \"successor\" means any person,\nfirm, corporation or other business entity which at any time, whether by\npurchase, merger or otherwise, directly or indirectly acquires all or\nsubstantially all of the assets or business of the Company. None of the rights\nof Executive to receive any form of compensation payable pursuant to this\nAgreement may be assigned or transferred except by will or the laws of descent\nand distribution. Any other attempted assignment, transfer, conveyance or other\ndisposition of Executive's right to compensation or other benefits will be null\nand void.\n\n        13. Notices. All notices, requests, demands and other communications\ncalled for hereunder shall be in writing and shall be deemed given (i) on the\ndate of delivery if delivered personally, (ii) one (1) day after being sent by a\nwell established commercial overnight service, or (iii) four (4) days after\nbeing mailed by registered or certified mail, return receipt requested, prepaid\nand addressed to the parties or their successors at the following addresses, or\nat such other addresses as the parties may later designate in writing:\n\n               If to the Company:\n\n               ClickService Software Ltd.\n               3425 South Bascom Avenue, Suite 230\n               Campbell, CA 95008\n               Attn: Shimon Rojany\n\n               If to Executive:\n\n               at the last residential address known by the Company.\n\n\n                                      -4-\n\n\n        14. Severability. In the event that any provision hereof becomes or is\ndeclared by a court of competent jurisdiction to be illegal, unenforceable or\nvoid, this Agreement will continue in full force and effect without said\nprovision.\n\n        15. Arbitration.\n\n                (a) Executive agrees that any dispute or controversy arising out\nof, relating to, or in connection with this Agreement, or the interpretation,\nvalidity, construction, performance, breach, or termination thereof, shall be\nsettled by binding arbitration to be held in Santa Clara County, California in\naccordance with the National Rules for the Resolution of Employment Disputes\nthen in effect of the American Arbitration Association (the \"Rules\"). The\narbitrator may grant injunctions or other relief in such dispute or controversy.\nThe decision of the arbitrator will be final, conclusive and binding on the\nparties to the arbitration. Judgment may be entered on the arbitrator's decision\nin any court having jurisdiction.\n\n                (b) The arbitrator(s) will apply California law to the merits of\nany dispute or claim, without reference to rules of conflicts of law. The\narbitration proceedings will be governed by federal arbitration law and by the\nRules, without reference to state arbitration law. The Executive hereby consents\nto the personal jurisdiction of the state and federal courts located in\nCalifornia for any action or proceeding arising from or relating to this\nAgreement or relating to any arbitration in which the parties are participants.\n\n                (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH\nDISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,\nEXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN\nCONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION,\nPERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS\nARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND\nRELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE\nEMPLOYER\/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION\nCLAIMS.\n\n        16. Integration. This Agreement, together with the Option Plan, Option\nAgreement and the Confidential Information Agreement represents the entire\nagreement and understanding between the parties as to the subject matter herein\nand supersedes all prior or contemporaneous agreements whether written or oral.\nNo waiver, alteration, or modification of any of the provisions of this\nAgreement will be binding unless in writing and signed by duly authorized\nrepresentatives of the parties hereto.\n\n        17. Tax Withholding. All payments made pursuant to this Agreement will\nbe subject to withholding of applicable taxes.\n\n        18. Governing Law. This Agreement will be governed by the laws of the\nState of California (with the exception of its conflict of laws provisions).\n\n\n                                      -5-\n\n\n\n        19. Acknowledgment. Executive acknowledges that he has had the\nopportunity to discuss this matter with and obtain advice from his private\nattorney, has had sufficient time to, and has carefully read and fully\nunderstands all the provisions of this Agreement, and is knowingly and\nvoluntarily entering into this Agreement.\n\n\n                                      -6-\n\n\n\n        IN WITNESS WHEREOF, each of the parties has executed this Agreement, in\nthe case of the Company by their duly authorized officers, as of the day and\nyear first above written.\n\n\n\n        CLICKSERVICE SOFTWARE LTD.\n\n\n        By:                                 Date:\n           ------------------------              -------------------------------\n\n        Title:\n              ---------------------\n\n\n        EXECUTIVE\n\n        \/s\/ Moshe Ben-Bassat\n        ---------------------------         Date:\n        Moshe Ben-Bassat                         -------------------------------\n\n\n\n\n                                      -7-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7124],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39031","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-clicksoftware-technologies-ltd","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39031","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39031"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39031"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39031"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39031"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}