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Exhibit 10.6
MANAGEMENT SERVICES AGREEMENT
Made in _____ this _____ day of ____________, 1998
by and between
PCB Ltd. PC/52-003779-7
Old Industrial Zone
Migdal Ha'emek
10556 Israel
("PCB")
OF THE FIRST PART
and
Camtek Ltd. Pr/51-123543-4
Old Industrial Zone
Migdal Ha'emek
10556 Israel
("Camtek")
OF THE SECOND PART
WHEREAS, Mr. Rafi Amit and Mr. Yotam Stern (the "Employees") were
employees of PCB and served as the General Manager and the Chief
Financial Officer, respectively, of PCB; and
WHEREAS, PCB and Camtek agreed that the Employees shall be the employees
of Camtek and shall serve as the Chief Executive Officer and the
Chief Financial Officer, respectively, of Camtek; and
WHEREAS, PCB and Camtek agree that Camtek shall provide to PCB the
services of the Employees on a part-time basis (the "Management
Services");
WHEREAS, The parties hereto (the "Parties") wish to set forth the
conditions of the provisions of the Management Services;
NOW THEREFORE, it is declared, agreed and stipulated between the Parties as
follows:
1. PREAMBLE AND INTERPRETATION
1.1 The preamble to this Agreement constitutes an integral part
hereof.
1.2 This Agreement embodies and encompasses all that has been
agreed between the Parties in connection with the supply of
the Management Services by Camtek and/or in relation thereto,
and no negotiations, declaration, representation,
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agreement, assurance or undertaking if at all, in writing
and/or verbally, expressly or implied, prior to the execution
of this Agreement shall be of any effect.
1.3 No modification to this Agreement or to any of the provisions
hereof shall be of any effect unless made in writing and
signed by the Parties.
1.4 The consent of either of the Parties in any particular case to
any deviation from the conditions and provisions of this
Agreement shall not constitute any precedent and no inference
shall be made therefrom in other cases.
1.5 No conduct of either of the Parties shall be deemed to be a
waiver of any of its rights under this Agreement or according
to any law, and/or as a waiver or consent on its part to any
breach or non-performance of any conditions, unless such
waiver or consent has been expressly made in writing.
1.6 The headings in this Agreement are for convenience purposes
only and shall have no significance for purposes of
interpretation.
2. SUPPLY OF MANAGEMENT SERVICES
Camtek will supply the Management Services, for as long as the
Employees (as hereinafter defined) are employed by Camtek, by placing
at the disposal of PCB, the services of Mr. Rafi Amit and Mr. Yotam
Stern (together the "Employees") on a part-time basis, not to exceed
____% of his full-time position in the case of Mr. Rafi Amit and not to
exceed ____% of his full-time position in the case of Mr. Yotam Stern.
Mr. Amit and Mr. Stern shall render services as General Manager and
Chief Financial Officer of PCB, respectively.
3. DECLARATIONS OF PARTIES
3.1 It is hereby expressly declared and agreed that the Parties
are independent contractors and that no employer/employee or
principal-agent relationship will exist between Camtek and PCB
and nothing contained in the provisions of the Agreement shall
operate to create any such employer-employee or agency
relationship.
3.2 It is hereby expressly declared and agreed that the Employees
will be Camtek's employees only, and that any liability of any
kind by law or agreement in connection with their work, will
be imposed on Camtek only. Camtek will be solely responsible
towards the Employees with respect to all the competent
authorities in connection with all lawful or contractual
provisions.
3.3 Camtek will be responsible for paying the remuneration and
expenses, social security and working conditions of the
Employees and PCB shall have no liability whatsoever with
respect to their employment by Camtek.
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3.4 3.4.1 Notwithstanding the foregoing, PCB declares
that it has paid to each of the Employees all of the
payments and benefits, of any kind, due to the
Employees in connection with their previous
employment with PCB, including in connection with the
termination of each of their employment.
3.4.2 PCB further declares that Camtek is not liable and
shall not be liable in the future for any payments to
the Employees arising out of or in connection with
the previous employment of the Employees by PCB,
including with respect to salaries, vacation pay,
sick pay, severance pay, pension, provident payment
or otherwise; and that neither PCB nor the Employees
shall have any claim and/or demand whether monetary
or otherwise against Camtek in connection with the
Employees' pervious employment with PCB.
3.4.3 Without derogating from the foregoing, PCB agrees to
indemnify and compensate Camtek for any liability,
loss, damage or expense, including in respect of
lawyers' and other legal fees which Camtek may incur
or bear in connection with an unfavorable
determination against Camtek relating to the
employment or termination of employment of the
Employees by PCB, including, without limitation with
regard to salaries, vacation pay, sick pay, severance
pay, pension, provident payment, or otherwise in
connection with their employment by PCB.
4. PAYMENT IN RESPECT OF MANAGEMENT SERVICES
4.1 In consideration for the Management Services, PCB shall pay
Camtek a portion of the monthly costs borne by Camtek in
respect of employing the Employees in a full-time position,
according to their existing conditions of employment,
calculated according to the ratio between the hours of work
per month performed by the Employees for PCB, and a full-time
position of 180 hours.
4.2 It is hereby expressly stated and agreed that the
Consideration includes all the payments to which Camtek is
entitled in respect to supplying the services under this
Agreement, and it will not be entitled to any further or
additional payment whatsoever.
4.3 PCB will be entitled to deduct from the Consideration
withholding tax at source as required by law, unless Camtek
furnishes it with a certificate from the tax authorities in
Israel to act otherwise.
5. MANNER OF PAYMENT
5.1 Camtek will submit a monthly invoice to PCB with respect to
each month, at the end of the month with respect to which such
invoice is being submitted.
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5.2 PCB will pay the Consideration to Camtek within 15 days of the
end of the month in which the invoice was submitted to it.
5.3 Any payment not paid on due date will be increased according
to the increase of the Consumer Price Index in Israel plus
annual interest at the rate of 8%, all for the period from the
payment date through the date of actual payment.
6. TERM AND TERMINATION
6.1 This Agreement shall come into effect as of the date of its
execution and may be terminated upon written notice delivered
by one Party to the other - three months in advance in the
case of PCB's serving notice of termination, and one year in
advance in the case of Camtek serving notice of termination.
7. MISCELLANEOUS
8.1 Notices in connection with this Agreement will be in writing
and be sent by registered mail or by fax or served personally
according to the address of the parties detailed in the
preamble to this Agreement and any such notice will be
regarded as having been served upon the addressee on the
following dates: in the event of personal service - upon the
actual service thereof; in the event of transmission and
dispatch by fax - on the business day following the dispatch;
in the event of dispatch by registered mail - three business
days after the date of posting by registered mail at the post
office in Israel. Each party will be entitled to change the
address by giving written notice of that fact to the other.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS ON THE DATE FIRST ABOVE
WRITTEN:
/s/ /s/
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PCB Ltd. Camtek Ltd.
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