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THIS AGREEMENT is entered into as of the 1st day of December 2010, by and
between WIN GAMING MEDIA LTD., a company incorporated under the laws of
Israel located at 55 Igal Alon St., Tel Aviv 67891, Israel (the "COMPANY"), and
Boaz Carmi, Israeli ID number 27938398 of 3 HaHaruv Street, Katzir 37861, Israel
("CARMI"). Each of the Company and Carmi may be referred to herein as a "PARTY"
and collectively as the "PARTIES".
WHEREAS The Company wishes to employ Carmi as the Company's Chief Financial
Officer ("CFO") AS OF JANUARY 1, 2011, and Carmi represents that he has the
requisite skill and knowledge to serve in such position, and he desires to
engage in such employment, according to the terms and conditions hereinafter set
NOW, THEREFORE, in consideration of the respective agreements of the Parties
contained herein, the Parties agree as follows:
(a) The Company agrees to employ Carmi and Carmi agrees to be employed by
the Company on the terms and conditions set out in this Agreement. The
employment of the CFO shall commence on December 1, 2010 (the
(b) Carmi shall be employed as the Company's CFO. Carmi shall perform the
duties, undertake the responsibilities and exercise the authority
customarily performed, undertaken and exercised by persons situated in
a similar capacity, subject to the direction of the Company's board of
directors (the "BOARD"). The CFO shall report regularly to the Board
with respect to his activities.
(c) Excluding periods of vacation, sick leave and military reserve service
to which the CFO is entitled or required, the CFO agrees to devote his
full working time and attention to the business and affairs of the
Company and its subsidiaries as required to discharging the
responsibilities assigned to the CFO hereunder. During the term of
this Agreement, the CFO shall not be engaged in any other employment
with another business entity. It is being understood and agreed that
the CFO may also provide services as Chief Financial Officer to the
Company's parent company, Win Gaming Media, Inc. (the"PARENT") as well
as to all other subsidiaries of the Parent.
(d) This Agreement is a personal agreement governing the employment
relationship between the Parties hereto. This Agreement shall not be
subject to any general or special collective employment agreement
relating to employees in any trade or position that is the same or
similar to the CFO's position, unless specifically provided herein.
(e) Since the CFO position, duties and responsibilities hereunder are in
the nature of management duties that demand a special degree of
personal loyalty and in the nature which does not enable the Company
to supervise his work and rest hours, the provisions of the Law of
Work Hours and Rest 5711 - 1951 shall not apply to the terms of the
CFO's employment hereunder. Accordingly, the statutory limitations of
such law shall not apply to this Agreement. The CFO shall not be
entitled to additional compensation from the Company for working
additional hours or working on rest days, as required by the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE CFO
The CFO represents and undertakes all of the following:
(a) There are no other undertakings or agreements preventing him from
committing himself in accordance with this Agreement and performing
his obligations under it.
(b) To the best of the CFO's knowledge, the CFO is not currently, nor will
he by entering into this Agreement be deemed to be, violating any
rights of his former employer and/or in breach of any of his
obligations towards his former employer.
(c) The CFO shall inform the Company, immediately upon becoming aware of,
on every matter in which he or his immediate family members have a
personal interest and which might create a conflict of interests with
his duties under his employment hereunder.
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