NovoCure Ltd 8-K/A, filed Dec 17, 2024
NovoCure Ltd (NVCR)
8-K/A
2024-12-17
For: 2024-08-30
View Original
Added on
April 04, 2026
About this 8-K/A
NovoCure Ltd filed this 8-K/A on December 17, 2024, reporting on events of August 30, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
+44 (0) 15 3475 6700
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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o
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by NovoCure Limited (the “Company”) to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2024 (the “Initial Form 8-K”), solely to supplement the Company’s disclosure under Item 5.02 of the Initial Form 8-K. This Amendment provides a description of (i) the compensation of Ashley Cordova in connection with her appointment as Chief Executive Officer effective as of January 1, 2025 and (ii) the compensation of Asaf Danziger in connection with his transition from Chief Executive Officer of the Company to Senior Advisor to the Chief Executive Officer. At the time of the filing of the Initial Form 8-K, the compensation in connection with Ms. Cordova’s appointment and Danziger’s transition had not yet been determined. This Amendment does not otherwise modify or update any other disclosures in the Initial Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Cordova Employment Agreement
In connection with her appointment as Chief Executive Officer, on December 11, 2024, Ms. Cordova entered into a new employment agreement with a subsidiary of the Company (the “Cordova Employment Agreement”), effective January 1, 2025. Under the Cordova Employment Agreement, Ms. Cordova will receive an annual base salary of CHF 750,000 per year. In addition, Ms. Cordova is eligible to receive a discretionary annual cash bonus having a target of 90% of her annual base salary based on achievement of performance goals set by the Company's Board of Directors or committee thereof (the "Board"), in their sole discretion, and further subject to her continued employment through the payment date. Ms. Cordova is generally eligible to participate in Company’s 2024 Omnibus Incentive Plan as determined by the Board. Further, Ms. Cordova is eligible to participate in the employee benefits generally provided to similarly-situated executive employees, subject to the satisfaction of any eligibility requirements. She will also receive relocation expense reimbursement per the Company’s policy from the U.S. to Switzerland and COBRA expense reimbursement for six months for continuation of her family's health insurance benefits covering the transition from the U.S. to Swiss healthcare payment systems (in each case grossed up for taxes). Upon termination of Ms. Cordova’s employment by the Company without cause (but for reasons other than death or disability) or resignation by Ms. Cordova for good reason (each as defined in the Cordova Employment Agreement, a “Qualifying Termination”) prior to a change in control, subject to Ms. Cordova’s execution without revocation of a release of claims, she will be eligible to receive a lump sum payment equal to 100% of her annual base salary. Upon a Qualifying Termination within 12 months following a change in control, and subject to Ms. Cordova’s execution without revocation of a release of claims, Ms. Cordova will be eligible to receive a lump sum payment equal to the aggregate of 200% of her base salary plus 200% of her target annual bonus. Additionally, any stock options or other equity awards held by Ms. Cordova will become fully vested on the date of her termination. Pursuant to the Cordova Employment Agreement, Ms. Cordova is subject to perpetual non-disparagement covenants, as well as confidentiality, non-compete and employee, customer and supplier non-solicit covenants applicable during her employment and for 12 months thereafter.
The foregoing description of the Cordova Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cordova Employment Agreement, a copy of which is attached to this report as Exhibit 10.1.
Danziger Senior Advisor Agreement
In connection with Mr. Danziger’s acceptance of his new position as Senior Advisor, on December 11, 2024, Mr. Danziger entered into a new employment agreement with a subsidiary of the Company (the “Danziger Employment Agreement”), effective January 1, 2025, to replace his existing employment agreement, dated as of October 10, 2016. Under the Danziger Employment Agreement, Mr. Danziger’s employment is “at-will” and may be terminated by either Mr. Danziger or the Company at any time, subject to the Company's obligation to provide severance in certain instances as discussed below. The Danziger Employment Agreement terminates at the close of business on December 31, 2026 (the "End Date"), unless sooner terminated in accordance with his agreement. During the term of his agreement, Mr. Danziger will receive $700,000 per year through December 31, 2025 and $120,000 per year through the End Date (the “Base Salary”), and converted from U.S. Dollars to New Israeli Shekels at the exchange rate of 4NIS/$1, subject to adjustment by the Company’s Compensation Committee of the Board of Directors. Upon termination of Mr. Danziger’s employment by the Company without “cause” (but for reasons other than death or “disability”) or resignation by Mr. Danziger for “good reason” (each a “Qualifying Termination”) within 12 months following a change in control, and subject to Mr. Danziger’s execution without revocation of a release of claims, Mr. Danziger will be eligible to receive an amount equal to the sum of two times his Base Salary times a fraction equal to the number of days remaining from the date of the Qualifying Termination through the End Date divided by the total number of days of the effective date through the End Date. Additionally, any share options or other equity awards other than Performance Based Restricted Share Units ("PSUs") granted to Mr. Danziger after the effective date of his employment agreement will
become fully vested on the date of such termination. Pursuant to the Danziger Employment Agreement, Mr. Danziger is subject to perpetual confidentiality and non-disparagement covenants, as well as non-compete and employee, customer and supplier non-solicit covenants applicable during his employment and for 12 months thereafter. The foregoing description of the Danziger Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Danziger Employment Agreement, a copy of which is attached to this report as Exhibit 10.2. Mr. Danziger will forfeit certain PSUs upon his resignation from his position as Chief Executive Officer. In connection with his appointment as a Special Advisor, on January 1, 2025, Mr. Danziger will be granted 400,000 Restricted Share Units pursuant to the Company's 2024 Omnibus Incentive Plan ("RSUs") which will vest and convert into the Company's Ordinary Shares in equal installments on December 31, 2025 and December 31, 2026, so long as Mr. Danziger remains an employee of the Company on such dates.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NovoCure Limited
(Registrant)
Date: December 11, 2024
By: /s/ Ashley Cordova
Name: Ashley Cordova
Title: Chief Financial Officer
Exhibit 10.1
Chief Executive Officer Employment Agreement
By and between
Novocure GmbH, D4 Park 6, 6039 Root D4, Switzerland (hereinafter the "Company")
and
Ashley Cordova, 1550 Liberty Ridge Drive, Suite 115, Wayne PA USA (hereinafter "you")
Effective Date: 1 January 2025
The purpose of this employment agreement (the "Agreement") is to set forth and acknowledge the terms of your continued employment with the Novocure Group. Your formal employment relationship will be with the Company, a Swiss limited liability company and a wholly owned subsidiary of NovoCure Limited, a Jersey (Channel Islands) corporation (the “Parent”). References herein to the “Novocure Group” shall mean and refer to, collectively, the Parent, the Company and their respective direct and indirect subsidiaries and affiliates. Upon the date specified above (the “Effective Date”), this Agreement will supersede and replace in its entirety all prior employment agreements with any legal entity of the Novocure Group, especially the employment letter agreement between you and Novocure USA LLC, dated as of September 1, 2020 (the “Prior Agreement”).
1.Start Date. The Company shall employ you, and you shall serve the Company, on the terms and conditions set forth in this Agreement. Your employment with the Company will commence on the Effective Date. From and after the Effective Date, you will carry out your day-to-day activities hereunder in an office of the Company located in the central Switzerland area. As you are already employed since May 12, 2014 within the Novocure Group, your years of service are recognized under this Agreement.
2.Duties and Responsibilities. While you are employed by the Company, you will serve as and have the title of Chief Executive Officer of the Novocure Group, under the direction and supervision of the board of directors (or similar governing body) of the Company and the board of directors of the Parent (the “Board”). You will have such duties and responsibilities that are commensurate with your position and of a similarly-situated executive officer of a similarly-sized public company.
You form part of the Company’s Executive Management. As such, your working time results from the workload required to fulfil the tasks and functions assigned to you. Any overtime or extra working hours of yours are included in your remuneration according to section 3 below. You are not entitled to additional remuneration in money or compensation in the form of free time for any overtime or extra working hours. If any additional compensation for excess hours or overtime work should ever become due based on any legal provisions, you agree that the Company can deduct such
Exhibit 10.1
compensation from any discretionary Annual Bonus pursuant to section 3 below or from any other voluntary payment made to you.
While you are employed by the Company, you will devote your full business time, energy and skill to the performance of your duties and responsibilities hereunder; provided, that nothing in this Agreement shall prevent you from accepting appointment to or continuing to serve on any board of directors or trustees of any non-competing business corporation, charitable organization or other entity with the consent of the Board, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, you will not engage in any activities that could create an actual or perceived business or fiduciary conflict of interest with the Novocure Group or unreasonably interfere with the conduct of your obligations under this Agreement or any Novocure Group policy or applicable law or regulation (including the laws of any stock exchange on which the shares of Parent stock are listed).
3.Base Salary and Discretionary Annual Bonus.
(a)While you are employed by the Company, the Company will pay you a base salary at the rate of CHF 750,000 per year (the "Base Salary"). Your Base Salary will be paid in accordance with the usual payroll practices of the Company. While you are employed by the Company, your Base Salary will be reviewed from time to time for possible adjustment by the compensation committee of the Board or its delegate.
(b)You will be eligible to receive a discretionary annual cash bonus having a payout at the target level of performance of ninety percent (90%) of your Base Salary (the "Target Bonus") for each calendar year that you are employed by the Company, payable during the first calendar quarter of the year following the year to which the bonus relates, subject to your continued employment through the payment date. Such bonus will be subject to your successful achievement of performance goals set by the Board (or committee thereof), in their sole discretion, including, without limitation, goals based on the operating results of the Novocure Group or your individual performance.
4.Equity Awards. While you are employed by the Company, you will be eligible to participate in the Parent’s 2024 Omnibus Incentive Plan or such other equity-based long-term incentive compensation plan, program or arrangement generally made available to similarly situated senior executives of the Company from time to time (the "Plan"), as determined in the sole and absolute discretion of the Board or authorized committee thereof.
5.Benefits and Fringes.
(a)General. Except as provided otherwise herein, while you are employed by the Company, you will be entitled to such benefits and fringes, if any, as are generally provided from time to time by the Company to its similarly-situated executive employees, subject to the satisfaction of any eligibility requirements.
(b)Vacation. You will be entitled to annual paid vacation in accordance with the Company’s General Employment Policy Switzerland (the “GEP”) in effect.
(c)Reimbursement of Business Expenses. Upon presentation of appropriate documentation, you will be reimbursed in accordance with the Company’s expense reimbursement policy as in effect from time to time for all reasonable and necessary
Exhibit 10.1
business expenses incurred in connection with the performance of your duties and responsibilities hereunder.
(d)Benefits. You will be eligible for employee benefits, including fringe benefits, and expense reimbursement consistent with the Company’s policies for similarly situated senior executives in Switzerland.
(e)Relocation Expense Reimbursement. You will be entitled to reimbursement of your relocation expenses per the Company’s Global Relocation Policy and as approved by the Board or authorized committee thereof. Provided remain eligible for continuation coverage pursuant to Part 6 of Title I of ERISA (“COBRA”), the Company shall pay or reimburse you an amount equal to the full monthly premium for COBRA continuation coverage under the Company’s medical plan as in effect as of the Effective Date with respect to the level of coverage in effect for your eligible dependents as of such date, on a monthly basis on the first business day of the calendar month next following the calendar month in which the applicable COBRA premiums were paid (the “COBRA Benefit”), with respect to the period from the Effective Date through June 30, 2025, grossed up for any income taxes payable thereon.
6.Termination of Employment / Probation Period.
(a)In deviation of the GEP, the parties agree that there is no probation period and your notice period is six (6) months effective as per end of a calendar month (the “Notice Period”). The employment with the Company may be terminated by the Company at any time with or without Cause (as defined below) or by you at any time with or without Good Reason (as defined below). For purposes of this Agreement, “Cause” shall mean a determination by the Board that any of the following have occurred: (i) your failure to follow the lawful and reasonable directives of the Company or the Board; (ii) your material violation of any material Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company; (iii) your commission of any act of fraud, embezzlement, dishonesty or any other willful or gross misconduct that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (iv) your unauthorized use or disclosure of any proprietary information or trade secrets of any member of the Novocure Group or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (v) your conviction of, or plea of guilty or “nolo contendere” (or functional equivalent) to, a felony or misdemeanor (other than a minor traffic offense); or (vi) your material breach of any of your obligations under this Agreement or any written agreement between you and any member of the Novocure Group. Except for any such event or condition which, by its nature, cannot reasonably be expected to be cured, with respect to the events or conditions described in clauses (i), (ii) or (vi), you shall have thirty (30) days after receipt of written notice from the Company specifying the events or conditions constituting Cause in reasonable detail within which to cure any events or conditions constituting Cause, provided that the Company serves notice of such events or conditions and intended termination within sixty (60) days of the occurrence thereof, and such Cause shall not exist unless either you are not entitled to notice under this sentence, or, if you are entitled to such notice, you fail to cure such acts constituting Cause within such thirty (30)-
Exhibit 10.1
day cure period. Termination of your employment shall not be deemed to be for Cause unless, prior to termination, the Company delivers to you copies of resolutions duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to you and you are given a reasonable opportunity, together with counsel, to be heard before the Board), finding that you have engaged in the conduct described in any of (i)-(vi) above.
(b)Subject to Sections 6(c) and 6(d), upon termination of your employment for any reason, the Company will have no obligations under this Agreement other than to pay or provide you: (w) any unpaid Base Salary during the Notice Period in regular installments in accordance with the Company’s payroll practices (“Notice Pay”); (x) payment in respect of your earned but unused vacation time through the date of termination (but not in excess of one year’s vacation time, ignoring any vacation carried over from prior years – subject to a compensation through garden leave) in a lump sum in cash within 30 days after the date of termination; (y) reimbursement for any unreimbursed expenses reasonably incurred consistent with Novocure Group policies then in effect through the date of termination, in a lump sum in cash within 30 days after the date of termination; and (z) benefits in accordance with the terms of the applicable plans and programs of the Company (collectively, including the timing of payment or provision, the “Accrued Benefits”).
(c)In addition to the Accrued Benefits, upon a termination of your employment by (i) the Company other than (A) for Cause or (B) as a result of your death or Disability (as defined in the Plan) or (ii) you for Good Reason (a “Qualifying Termination”), then, except as otherwise set forth in Section 6(d) below, and subject to your timely execution and delivery to the Company of a release of claims in substantially the form attached hereto as Exhibit A (the "Release") within twenty-one (21) days, or if required by law, forty-five (45) days, following the date of the Qualifying Termination, and the expiration of the seven (7)-day right of revocation with respect to the Release, the Company shall provide you with an aggregate lump sum payment payable at the end of the Notice Period equal to: (x) one hundred percent (100%) of your annual Base Salary at the level in effect as of the date of the Qualifying Termination minus (y) the amounts you receive as salary during the Notice Period, which will be paid in in accordance with the Company’s payroll practices during the Notice Period (the “Notice Payments”) (it being understood that it is the intent of the parties that the amount payable pursuant to this Section 6(c) plus the Notice Payments shall equal one hundred (100%) of your annual Base Salary. The payments described in this Section 6(c) will be paid or provided (or begin to be paid or provided) as soon as administratively practicable after the Release becomes irrevocable (and any amount which would have otherwise been paid prior to such date paid in a lump sum at such time, and any remaining payments on the schedule described above).
(d)In addition to the Accrued Benefits, upon a Qualifying Termination within twelve (12) months following a Change in Control (as defined in the Plan), then, in lieu of the payments and benefits under Section 6(c) above, and subject to your timely execution and non-revocation of the Release within twenty-one (21) days, or if required by law, forty-five (45) days, following the date of such Qualifying Termination, and the expiration of the seven (7)-day right of revocation with respect to the Release, the Company shall provide you with the following: (I) an aggregate lump sum payment payable at the end of the Notice
Exhibit 10.1
Period equal to: (x) two hundred percent (200%) of the sum of your annual Base Salary and your Target Bonus at the levels in effect as of the date of the Qualifying Termination minus (y) all Notice Payments (it being understood that it is the intent of the parties that the amount payable pursuant to this Section 6(d) plus the Notice Payments shall equal two hundred percent (200%) of the sum of your annual Base Salary and your Target Bonus; and (II) all stock options or other equity or equity-based awards held by you that have not previously become vested and (if applicable) exercisable as of the date of the Qualifying Termination shall, upon such termination, become immediately and fully vested and exercisable, without regard to the terms of any applicable award agreement or plan document, and such awards shall otherwise continue to apply on the same terms. The payments described in this Section 6(d) will be paid or provided (or begin to be paid or provided) as soon as administratively practicable after the Release becomes irrevocable (and any amount which would have otherwise been paid prior to such date paid in a lump sum at such time, and any remaining payments on the schedule described above).
(e)For purposes of this Agreement, “Good Reason” shall mean that you have complied with the “Good Reason Process” following the occurrence of any of the following events: (i) the Company’s material failure to make any required payment to you hereunder; (ii) the substantial diminution of your position, reporting relationship, duties or responsibilities through no fault of your own; (iii) a reduction in your Base Salary or Target Bonus of more than ten percent (10%), unless such reduction is applied to all senior executives; (iv) a requirement that you move your principal business location to one that would increase your commute by more than thirty (30) miles from the Company’s location in effect on the Effective Date; or (v) the Company’s willful breach of any of its material obligations under any written agreement with you. For purposes of this Agreement, “Good Reason Process” shall mean that (a) you notify the Company and the Board in writing of the occurrence of the alleged Good Reason condition within sixty (60) days of you becoming aware of the occurrence of such condition; (b) the Company shall have a period of not less than thirty (30) days following such notice (the “Cure Period”) to remedy the alleged condition, during which time you cooperate in good faith with the Company’s efforts to remedy the condition; (c) the alleged Good Reason condition is not remedied during the Cure Period; and (d) you terminate your employment within sixty (60) days after the end of the Cure Period. If the Company cures the alleged Good Reason condition during the Cure Period in your reasonable good faith judgment, Good Reason shall be deemed not to have occurred.
7.Covenants.
(a)Non-Competition. So long as you are employed by the Company under this Agreement and for the twelve (12)-month period following the termination of your employment with the Company for any reason (the “Restricted Period”), you agree that you will not, directly or indirectly, without the prior written consent of the Company, engage in Competition worldwide with the Novocure Group. “Competition” means participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any other capacity whatsoever in any business or in the development of any business if (A) such business competes or would compete with the business of the Novocure Group (it being understood that the business of the Novocure Group is the development and commercialization of its proprietary tumor
Exhibit 10.1
treating fields (TTF) therapy for the treatment of solid tumor cancers (the “Business”)) and (B) your activities related to such business would create the opportunity for you to use confidential and proprietary information of the Novocure Group in connection with any other product being developed, manufactured, supplied or sold by any such business or business under development that competes with or upon introduction of a product would compete with the Business. For the avoidance of doubt and by way of example, the foregoing restrictions would not preclude you from being employed by a pharmaceutical company during the Restricted Period to the extent that your activities at such pharmaceutical company would not be directly related to the development, marketing or sale of products that are directly competitive with the Business. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall prohibit you from (i) investing, as a passive investor, in any publicly held company provided that your beneficial ownership of any class of such publicly held company’s securities does not exceed one percent (1%) of the outstanding securities of such class, or (ii) with the consent of the Board, entering the employ of any academic institution or governmental or regulatory instrumentality of any country or any domestic or foreign state, county, city or political subdivision.
(b)Confidentiality. You agree that you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of your assigned duties hereunder and for the benefit of the Novocure Group, either while you are employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Novocure Group, whether the foregoing will have been obtained by you during your employment or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to you; (ii) becomes generally known to the public or in the industry subsequent to disclosure to you through no wrongful act by you or any of your representatives; or (iii) you are required to disclose by applicable law, regulation or legal process (provided that you provide the Company with prior notice of the contemplated disclosure and cooperate with the Company in seeking a protective order or other appropriate protection of such information). Notwithstanding the foregoing or any other provision in this Agreement or otherwise, nothing herein shall prohibit you from reporting possible violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation (it being understood that you do not need the Company’s prior authorization to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures).
(c)Non-Solicitation of Customers. You agree that during the Restricted Period, you will not, directly or indirectly, solicit or influence, or attempt to solicit or influence, customers of the Novocure Group to purchase goods or services then sold by the Novocure Group from any other person or entity.
(d)Non-Solicitation of Suppliers. You agree that during the Restricted Period, you will not, directly or indirectly, solicit or influence, or attempt to solicit or influence, the
Exhibit 10.1
Novocure Group’s suppliers to provide goods or services then provided to the Novocure Group to any other person or entity in Competition with the Novocure Group.
(e)Non-Solicitation of Employees. You recognize that you will possess confidential information about other employees of the Novocure Group relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customers of the Novocure Group. You recognize that the information you possess and will possess about these other employees is not generally known, is of substantial value to the Novocure Group in developing its business and in securing and retaining customers, and has been and will be acquired by you because of your business position with the Novocure Group. You agree that, during the Restricted Period, you will not (x) directly or indirectly, individually or on behalf of any other person or entity solicit or recruit any employee of the Novocure Group to leave such employment for the purpose of being employed by, or rendering services to, you or any person or entity unaffiliated with the Novocure Group, or (y) convey any such confidential information or trade secrets about other employees of the Novocure Group to any person or entity other than in the course of your assigned duties hereunder and for the benefit of the Novocure Group or as otherwise required by law or judicial or administrative process.
(f)Non-Disparagement. You and the Novocure Group agree that neither will, nor induce others to, Disparage the Novocure Group or any of their past or present officers, directors, employees or products, or you. “Disparage” will mean you or any Novocure Group officer or director making comments or statements to the press, the Novocure Group’s employees or any individual or entity with whom the Novocure Group has a business relationship, or any prospective new employer of yours, that would adversely affect in any manner: (i) the conduct of the business of the Novocure Group (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Novocure Group, or any of its products, or its past or present officers, directors, employees, stockholders and affiliates, or you. Nothing in this Section 7(f) shall prevent you or representatives of the Novocure Group from (x) pleading or testifying, to the extent that he or she reasonably believes such pleadings or testimony to be true, in any legal or administrative proceeding if such testimony is compelled or requested, (y) from otherwise complying with legal requirements, or (z) your making any truthful and normal competitive comments and statements that do not violate Section 7 of this Agreement or, directly or indirectly, mention the Novocure Group or any of its executives or officers and are not directed at customers or employees of the Novocure Group.
(g)Inventions.
(i)You acknowledge and agree that all trade secrets, works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, data, programs, knowhow, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products or developments or other works of authorship (“Inventions”), whether patentable or unpatentable, (x) that relate to your work with the Company or any other member of the Novocure Group, made, developed or conceived by you, solely or jointly with others or with the use of any of the Novocure Group’s equipment, supplies, facilities or trade secrets or (y) suggested by
Exhibit 10.1
any work that you perform in connection with the Novocure Group, either while performing your duties with the Novocure Group or on your own time, but only insofar as the Inventions are related to your work as an employee of the Company or the Novocure Group, belong exclusively to the Company (or its designee and assigns, including without limitation the Parent), whether or not patent applications are filed thereon. You acknowledge and agree that you have previously disclosed to the Company all Inventions that belong to the Company pursuant to the previous sentence and that you have kept and will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all future Inventions completely and in writing to the Company. The Records are and will be the sole and exclusive property of the Company (or its designee and assigns, including without limitation the Parent), and you will surrender them upon the termination of your employment, or upon the Company’s request. You do hereby assign to the Company (and its designees and assigns) the Inventions, including all rights in and to patents and other intellectual property rights that may issue thereon in any and all countries, whether during your past employment with the Company or subsequent to the term of this Agreement, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the term of this Agreement, make such Applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions and the underlying intellectual property. You will also execute assignments to the Company (or its designee or assigns) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and the underlying intellectual property for its benefit, all without additional compensation to you from the Company, but entirely at the Company’s expense.
(ii)In addition, the Inventions are deemed “work made for hire,” as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company (or its designees or assigns) is and will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to you. If the Inventions, or any portion thereof, are deemed not to be “work made for hire,” you hereby irrevocably convey, transfer, assign and deliver to the Company (or its designees or assigns), all rights, titles and interests in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions and the underlying intellectual property, including without limitation, (A) all of your rights, titles and interests in the copyrights (and all renewals, revivals and extensions thereof) related to the Inventions and the underlying intellectual property; (B) all rights of any kind or any nature now or hereafter recognized, including without limitation, the
Exhibit 10.1
unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and the underlying intellectual property; and (C) all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions. You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company.
(iii)To the extent that you are unable to assign any of your right, title or interest in any Invention under applicable law, for any such Invention and the underlying intellectual property rights, you hereby grant to the Company (or its designees or assigns) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Invention.
(iv)To the extent that any of the Inventions are derived by, or require use by the Company of, any works, Inventions, or other intellectual property rights that you own, which are not assigned hereby, you hereby grant to the Company an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company (or its designees or assigns) to fully realize their ownership rights in the Inventions.
(h)Cooperation. Upon the receipt of notice from the Company (including outside counsel), you agree that while employed by the Company or any member of the Novocure Group and for a reasonable period thereafter, you will respond and provide information with regard to matters in which you have knowledge as a result of your employment with the Company, and will provide reasonable assistance to the Novocure Group and its representatives in defense of any claims that may be made against the Novocure Group, and will assist the Novocure Group in the prosecution of any claims that may be made by the Novocure Group, to the extent that such claims may relate to the period of your employment with the Company (or any predecessor) and were within your knowledge. You agree to promptly inform the Company if you become aware of any lawsuits involving such claims that may be filed or threatened against the Novocure Group. You also agree to promptly inform the Company (to the extent you are legally permitted to do so) if you are asked to assist in any investigation of the Novocure Group (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Novocure Group with respect to such investigation, and will not do so unless legally required. Subject to any customary and
Exhibit 10.1
reasonable limitations as may be set forth in any other written agreement between you and any member of the Novocure Group, the Company will reimburse you for pre-approved out-of-pocket expenses incurred in connection with such cooperation.
(i)Return of Property. On the date of the termination of your employment with the Company for any reason (or at any time prior thereto at the Company’s request), you will return all property belonging to the Novocure Group (including, but not limited to, any Novocure Group provided laptops, computers, mobile/smart phones, security cards/fobs, or other equipment, or documents and property belonging to the Novocure Group, but not your personal rolodex to the extent it contains only contact information).
(j)Injunctive Relief. It is further expressly agreed that the Company will or would suffer irreparable injury if you were to violate the provisions of this Section 7 and that the Novocure Group would by reason of such violation be entitled to injunctive relief in a court of appropriate jurisdiction and you further consent and stipulate to the entry of such injunctive relief in such court prohibiting you from violating the provisions of this Section 7.
(k)Survival of Provisions. The obligations contained in this Section 7 will survive the termination of your employment with the Company or any member of the Novocure Group and will be fully enforceable thereafter. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 7 is excessive in duration or scope or extends for too long a period of time or over too great a range of activities or in too broad a geographic area or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.
8.Representation. You represent and warrant that your execution and delivery of this Agreement and your performing the contemplated services does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement which you are a party to or violate any other legal restriction, nor will any member of the Novocure Group knowingly request or require you to take any action that would violate any prior agreement, contract or arrangement of which the Company has been made aware on or prior to the date of this Agreement.
9.Assignment. Notwithstanding anything else herein, this Agreement is personal to you and neither the Agreement nor any rights hereunder may be assigned by you. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company or otherwise to any person in connection with a Change in Control. This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties.
10.Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of Switzerland, without reference to rules relating to conflicts of laws. The Company and you each irrevocably submit to the jurisdiction of the competent courts located in Zug, Switzerland and hereby waive any objection regarding jurisdiction or forum.
11.Entire Agreement; Amendments. This Agreement and the agreements referenced herein contain the entire agreement of the parties relating to the subject matter hereof, and supersede in their entirety any and all prior agreements, understandings or representations relating to the subject
Exhibit 10.1
matter hereof. No amendments, alterations or modifications of this Agreement will be valid unless made in writing and signed by the parties hereto. To the extent implied herein, the applicable provisions of this Agreement shall survive any termination of your employment.
12.Applicable Policies. The current English version of the GEP is applicable and forms an integral part of this Employment Contract. In case of conflicts with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail unless otherwise specifically set forth in this Agreement.
Furthermore, you have to comply with any instructions and regulations, in particular the Expense Reimbursement Policy and the Notice of Fair Processing of Employee Data, issued by the Company and/or by the Novocure Group from time to time.
13.Section Headings. The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation of this Agreement.
14.Severability; Waiver. The provisions of this Agreement will be deemed severable and the invalidity of unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party, and no course of dealing between the parties, shall constitute a waiver of, or shall preclude any other or further exercise of, any right, power or remedy.
15.Counterparts. This Agreement may be executed in several counterparts (including via facsimile), each of which will be deemed to be an original but all of which together will constitute one and the same instruments.
16.Compensation Recovery. Any amounts paid pursuant to this Agreement shall be subject to recoupment in accordance with any clawback policy that Parent and/or the Company has adopted, adopts or is otherwise required by law to adopt, whether pursuant to the listing standards of any national securities exchange or association on which the Parent’s securities are listed, the Dodd-Frank Wall Street Reform and Consumer Protection Act and/or other applicable law.
17.Notices. All notices, consents or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or one business day after being sent by a nationally recognized overnight delivery service, charges prepaid. Notices also may be given by facsimile or electronically via PDF and shall be effective on the date transmitted if confirmed within 48 hours thereafter by a signed original sent in the manner provided in the preceding sentence. Notice to you shall be sent to your most recent address on file with the Company. Notice to the Company shall be sent to its address set forth on the first page hereto. Either party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other party in accordance with this Section 18, provided, however, that any such change of address notice shall not be effective unless and until received.
18.Indemnification; Directors and Officers Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your
Exhibit 10.1
actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists.
[Remainder of page intentionally blank]
Exhibit 10.1
We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me.
We look forward to your employment with the Company.
Very truly yours,
Novocure GmbH
By: _______________________
Name:
Title:
Dated: December 11, 2024
Accepted and Agreed:
/s/ Ashley Cordova
Name: Ashley Cordova
Dated: December 11, 2024
Exhibit 10.1
EXHIBIT A
RELEASE AGREEMENT
This RELEASE AGREEMENT (“Agreement”) made [ ], [ ] (the “Effective Date”), between [COMPANY] (including its successors and assigns, the “Company”), and [FIRST_NAME] [LAST_NAME] (the “Executive”).
1.Termination Date.
The Executive’s employment with the Company terminates with effect on [INSERT DATE] (the "Termination Date"). For the avoidance of doubt, the Termination Date is not subject to any deferment for whatever reason, including, but not limited to, sickness or accident.
2.Release.
(a)In consideration of the amounts to be paid by the Company pursuant to the employment agreement, dated as of January 1, 2025 (the “Employment Agreement”), Executive, on behalf of himself and his heirs, executors, devisees, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and its parent company, subsidiaries and affiliates, together with each of their current and former principals, officers, directors, shareholders, agents, representatives and employees, and each of their heirs, executors, successors and assigns (collectively, the “Releasees”), from any and all debts, demands, actions, causes of action, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time he signs this Agreement arising out of his employment by, or termination from employment by, the Company or the Novocure Group (the “General Release”). References herein to the “Novocure Group” shall mean and refer to, collectively, the Company, Novocure Limited, a Jersey (Channel Islands) corporation, and their respective direct and indirect subsidiaries and affiliates. This General Release of Claims shall apply to any Claim of any type, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company.
(b)For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive or his heirs, executors, devisees, successors and assigns may have and which Executive does not now know or suspect to exist in his favor against the Releasees, from the beginning of time until the time he signs this Agreement, and this Agreement extinguishes those claims.
(c)In consideration of the promises of the Company set forth in the Employment Agreement, Executive hereby releases and discharges the Releasees from any and all Claims that Executive may have against the Company. Executive also understands that, by signing this Agreement, he is waiving all Claims against any and all of the Releasees.
(d)Except as provided in Section 6 of the Employment Agreement, Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to him arising out of his employment with or termination from the Company, and no further sums or benefits are owed to him by the Company or by any of the other Releasees at any time.
Exhibit 10.1
(e)This General Release does not waive any right Executive may have (i) to accrued and vested benefits or benefits otherwise due (other than severance, termination or change in control benefits) under any employee benefit plan of the Company or (ii) to coverage and/or indemnification by the Company pursuant to any directors’ and officers’ liability insurance coverage of the Company or pursuant to the organizational or governance documents of the Company.
3.Consultation with Attorney; Voluntary Agreement. The Company advises Executive to consult with an attorney of his choosing prior to signing this Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 1 above, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 1 above. Executive acknowledges and agrees that the payments to be made to Executive pursuant to the Employment Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release set forth in Section 1. Executive represents that he has read this Agreement, including the General Release set forth in Section 1, and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion.
4.Effective Date; Revocation. Executive acknowledges and represents that he has been given [twenty-one (21)/forty-five (45)][1] days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above. Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if he wishes to revoke this Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the revocation period. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8th) day following his execution of this Agreement.
5.Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.
6.Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of Switzerland, without reference to rules relating to conflicts of laws.
7.Possible Continuation of Insurance Coverage. The Executive remains insured under the Company's existing insurance coverage until the Termination Date or, if earlier, until taking up substitute employment in Switzerland, at the same terms as applicable at the date of execution of this Agreement.
The Executive confirms having been informed by the Company of the possibility to maintain, for his own account, his previous insurance coverage by entering into private arrangements with the Company's insurance providers, according to the terms of the Company's insurance policies (if any).
Exhibit 10.1
8.Letter of Reference. On the Termination Date, the Company shall provide the Executive with a final letter of reference. Upon request, the Company shall provide the Executive with an interim reference letter at an earlier date.
9.Entire Agreement. This Agreement, the Employment Agreement and the other agreements referred to in the Employment Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. Executive acknowledges and agrees that he is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement.
10.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
NOVOCURE GMBH
By:
Name:
Title:
By:
Name: Ashley Cordova
Dated:
[1] Consideration period to be determined at time of termination.
Exhibit 10.2
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this “Agreement”) is entered into in Tel-Aviv, Israel effective as of January 1, 2025 (hereinafter, the “Effective Date”), by and between Novocure (Israel) Ltd., of Topaz Building, 4th floor, MATAM Center, Sha’ar Ha’Carmel, P.O. Box 15022, Haifa 3190500, a company incorporated under the laws of the State of Israel (the “Company”), and Asaf Danziger (the “Employee”).
WHEREAS, the Company is a wholly-owned subsidiary (indirectly) of Novocure Limited, a Jersey (Channel Islands) corporation (the “Parent”);
WHEREAS, the Employee and the Company are party to that certain Employment Agreement, dated as of October 10, 2016, as amended (the “Prior Agreement”), pursuant to which the Employee serves as the President of the Company and Chief Executive Officer of Parent;
WHEREAS, on September 3, 2024, Employee resigned his positions with respect to the Company and Parent, effective at the close of business on December 31, 2024; and
WHEREAS, the Employee and the Company desire to amend and restate the Prior Agreement as of the Effective Date pursuant to the terms hereof, in order to assure the Company, the Parent and their respective direct and indirect subsidiaries and affiliates (collectively, the “Novocure Group”) of the Employee’s continued employment in a new non-executive officer capacity and to compensate him therefor and the Employee is willing to continue to be so employed.
NOW THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:
1.Employment and Duties
(a)General. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to continue to employ the Employee, and the Employee hereby agrees to serve, as the Senior Advisor to the Chief Executive Officer of Parent. In such capacity, until January 1, 2026, the Employee agrees to devote Employee’s full business time to the business of the Company and the Novocure Group, and to perform the duties commensurate with his position as Senior Advisor, under the direction and supervision of the Chief Executive Officer of the Parent and board of directors (or similar governing body) of the Company and the board of directors of the Parent (the “Board”), and to use his best efforts, skill and energy to promote and serve the interests of the Company and the other members of the Novocure Group. From January 1, 2026 through the End Date (as defined below), Employee agrees to devote his time on a part-time (approximately 25%) basis to the business of the Company and the Novocure Group and nothing in this Agreement other than the provisions of Section 5 hereof shall prevent Employee from accepting other part-time employment or consultancy, or appointment to or continuing to serve on any board of directors or trustees of any non-competing business corporation, charitable organization or other entity. The Employee’s regular place of employment shall be in Israel, and will include travel and period of stay abroad according to the requirement of his position with the Company. While the Employee’s formal employment relationship will be with the Company, the Employee agrees to serve in such other positions, including without limitation, on such boards of directors (or
Exhibit 10.2
similar governing bodies) or committees thereof, as may be mutually agreed upon by the Employee and the Novocure Group. Employee agrees that in lieu of any compensation and benefits (including any rights to termination pay, equity grants, accelerated vesting and bonuses) payable under the Prior Agreement from and after the Effective Date until his later termination of employment with the Novocure Group for any reason, he agrees that he is only entitled to the compensation set forth in this Agreement.
(b)Position of Trust. The Employee is being employed in a management position, within the meaning of the Hours of Work and Rest Law, 5711-1951, which requires a special measure of personal trust as defined thereunder. Therefore, the provisions of such law shall not apply to the Employee, and he shall not be entitled to any compensation for his employment beyond that specified in this Agreement. The Employee shall not engage in any activities that may interfere or conflict with the proper discharge of his duties hereunder, and shall immediately notify the Chief Executive Officer of any actual or potential business or fiduciary conflict of interest that may arise with respect to his employment; provided, that subject to the foregoing notification obligation, the Employee shall be permitted to (x) accept appointment to or continue to serve on any board of directors or trustees of any business corporation, charitable organization or other entity with the consent of the Board and (y) manage his passive personal investments.
2.Compensation and Other Benefits
The Company shall pay and provide the following compensation and other benefits to the Employee during the Term (as defined below) as compensation for all services rendered hereunder:
(a)Base Salary. For the period from the Effective date through December 31, 2025, the Company shall pay to the Employee a gross, monthly base salary of US $58,333.33, and thereafter, a gross, monthly base salary of US $10,000 payable in accordance with the payroll practices of the Company in a manner consistent with past practices (hereinafter the “Base Salary”). The Base Salary shall be converted from US Dollars to Israeli Shekels based on the applicable US Dollar/NIS exchange rate, as determined in accordance with the Company’s senior executive payroll practices, as determined and fixed from time to time by the Board or compensation committee of the Board, or, if no such determination has been made, on the actual date of payment. For purposes of this Agreement, the US Dollar/NIS exchange rate is set at 1 US Dollar to 4 NIS. While the Employee is employed, the exchange rate shall be reviewed from time to time for possible adjustment by the compensation committee of the Board.
Any and all taxes and liabilities applicable from time to time in connection with the Base Salary, the Employee’s benefits and/or other payments to which the Employee is entitled to under this Agreement, will be borne by the Employee. The Company shall be entitled to deduct or withhold from the Base Salary, and from all other payments made under this Agreement, all taxes and charges which the Company may be required to deduct or withhold, according to the applicable law. Notwithstanding the foregoing, all tax consequences of the benefits to the Employee in connection with the automobile as set under Section 2(f) below, shall be borne by the Company and the Company shall pay to the Employee, concurrently with the
Exhibit 10.2
monthly payments of the Base Salary, such amount of income tax as it deems appropriate in connection therewith (without such payments being deemed, for any purpose whatsoever (including without limitation, for the calculation of the severance payment and/or any other social benefit) as a part of Employee’s Base Salary hereunder).
Discretionary Annual Bonus. The Employee shall not be eligible to receive or participate in any discretionary annual cash bonus program sponsored by the Company or Parent; provided, however, that Employee shall be entitled to receive his Target Bonus (as defined in the Prior Agreement) with respect to 2024 and payable in 2025, if and as determined by the Board.
(b)Vacation, Relaxation and Sick Leave.
i.The Employee shall be entitled to twenty-eight (28) days of paid vacation for the period from the Effective Date through December 31, 2025, and seven (7) days of paid vacation for the period from January 1, 2026 through the End Date, to be taken with adequate regard to the needs of the Company.
ii.Untaken Vacation Time. Every twelve (12) months, the Employee may, at his election: (i) subject to applicable law, accumulate the untaken vacation time to which he is entitled until that date, for use in the two subsequent years; or (ii) receive the Base Salary payable with respect to any unused vacation days not taken until that date.
iii.Recuperation Pay. Employee shall be entitled to recuperation pay (d’mey havra’ah) in accordance with the provisions of the applicable law.
iv.Sick Days. The Employee shall be entitled to one (1) month of sick days (days of absence from work at full compensation due to legitimate illness) per year. Any balance of such sick days not used in any year may be accumulated for use as sick days in subsequent years, up to a maximum of six (6) months. The paid sick days provided for in this paragraph shall come in lieu of any obligations under the Sick Pay Law, 5736-1976.
(c)Additional Compensation. The Company shall also make each of the following payments on behalf of the Employee:
i.Advanced Study Fund. For each month during the Employee’s employment, the Company shall contribute an amount equal to 7.5% of the Employee’s monthly Base Salary (but not exceeding the highest deductible and/or credible amount for tax purposes (the “Deductible Amount”)), and shall deduct an amount equal to 2.5% of the Employee’s monthly Base Salary for such month, from the Employee’s monthly Base Salary, and forward such amount on behalf of the Employee to the an advance study fund designated by the Employee in the name of the Employee, to cover a professional education fund (keren hishtalmut). The difference between 7.5% of the Employee’s monthly Base Salary and the Deductible Amount shall be monthly paid to the Employee by the Company at the same time with the Base Salary (the “Additional Amount”). Nevertheless, the parties hereby agree that such Additional Amount shall not be deemed, for any purpose
Exhibit 10.2
whatsoever, including without limitation for the calculation of the severance payment and/or any other social benefit, as a part of the Employee’s Base Salary hereunder.
ii.Managers’ Insurance.
A. If the Employee has not elected for contributions to be made to the Pension Fund (as defined in and pursuant to subsection (B) below), then (i) the Company shall contribute, on a monthly basis, an amount equal to 8.33% of the Employee’s Base Salary for such month to a manager’s insurance policy with an insurance company designated by the Employee (the “Insurance Company”) in the name of the Employee (the “Policy”), to cover severance pay benefits, (ii) the Company shall contribute, on a monthly basis, an amount equal to 6.5% (or any other increased percentage as shall be updated from time to time by the Minister of Economy) of the Employee’s Base Salary for such month and forward such amount on behalf of the Employee, to the Policy, to cover pension benefits (tagmulim) and (iii) the Employee shall pay, on a monthly basis, an amount equal to 6% (or any other increased percentage as shall be updated from time to time by the Minister of Economy) of the monthly Base Salary as premium on the Policy, and such amount shall be deducted by the Company from the Base Salary and transferred to the Insurance Company.
In addition, the Company shall contribute, on a monthly basis, an amount of up to 2.5% of the Employee’s Base Salary for such month, to the Policy, to cover a work disability plan.
B. In lieu of the contributions made in accordance with subsection (A) above, the Employee may elect, in his absolute discretion, that the Company’s contributions be made to a pension fund (the “Pension Fund”) for the benefit of the Employee. In such event, the Company shall pay, on a monthly basis, an amount equal to 14.83% of the Employee’s Base Salary (consisting of 6.5% for pension payments (or any other increased percentage as shall be updated from time to time by the Minister of Economy) and 8.33% for severance payments), and the Employee shall make contributions to such Pension Fund on a monthly basis in an amount equal to 6% (or any other increased percentage as shall be updated from time to time by the Minister of Economy) of the Employee’s Base Salary as a premium on the Pension Fund. Such amount to be contributed by the Employee shall be deducted by the Company from the Employee’s Base Salary and transferred to the Pension Fund.
C. The Employee agrees and acknowledges that payments by the Company under this Section 2 shall be in lieu of the Company’s statutory obligation to pay severance pay, in accordance with Section 14 of the Severance Pay Law, 5723-1963 (the “Law”) and the approval of the Minister of Labor and Welfare, published on the Official Publications Gazette No. 4659, on June 30, 1998, as amended and published in the Official Publications Gazette No. 4803 on September 19, 1999, in the form translated and attached hereto as Appendix A and constituting an integral part hereof or any other updated approval, if and when issued.
Exhibit 10.2
Upon the termination of this Agreement for any reason whatsoever, the Company shall assign all rights in the Policy and/or the Pension Fund, as the case may be, to the Employee, by directions in writing to the Insurance Company and/or the custodian of the Pension Fund, as the case may be, and the issuance of the required Income Tax forms; provided, however, that the following exceptions shall apply: (i) in the event Employee’s right to severance pay has been deprived under a verdict according to Section 17 of the Law and to the extent so deprived, or (ii) in case Employee draws upon the Policy other than for an “Entitling Event” (“Eruah Mezake”) as defined in Appendix A), in such cases (i) and (ii) those portions of the Policy constituting the Company’s 8.33% contributions will be refunded to the Company.
(d)Expense Reimbursement. Upon presentation of appropriate documentation, the Employee will be reimbursed in accordance with the Company’s expense reimbursement policy as in effect from time to time for all reasonable and necessary business expenses incurred in connection with the performance of the Employee’s duties and responsibilities hereunder.
(e)Automobile Expenses. During the period from the Effective Date through December 31, 2025 only, the Company will provide the Employee on a monthly basis an amount in cash sufficient on an after-tax basis to cover car and car-related expenses of the Employee (other than parking fines and or other traffic violations) not to exceed $4,000 per month.
(f)Military Reserve Service.
i.Throughout any reserve service, in accordance with the provisions of applicable law, the Employee shall be entitled to full remuneration in respect of all payments and rights awarded by this Agreement.
ii.The Employee is required at all times to provide the necessary documentation in connection therewith and for submission by the Company to the National Insurance Institution (“NII”) in order to claim such payments from the NII and the Company will have the right to claim such payments from the NII.
(g)Equity Compensation. During the Term, the Employee shall be eligible to participate in the Parent’s 2024 Omnibus Incentive Plan and such other prior or future equity-based long-term incentive compensation plan, program or arrangement generally made available to similarly situated employees of the Company or the Parent, as the case may be, from time to time (a “Plan”), as determined in the sole and absolute discretion of the board of directors of the Parent or a committee thereof. Notwithstanding the foregoing, Employee acknowledges that any awards granted under a Plan that are conditioned upon his continued employment under the terms of the Prior Agreement are forfeited.
3.Term of Employment
(a)The Term. Subject to early termination as set forth herein, the employment of the Employee shall be for and shall continue for a term of two years (the “Term”),
Exhibit 10.2
commencing on the Effective Date and ending on December 31, 2026 (the “End Date”). For purposes of this Agreement, “Good Reason” means termination by the Employee for any of the following reasons: (i) the Company’s material failure to make any required payment to the Employee hereunder; (ii) the substantial diminution of the Employee’s position, reporting relationship, duties or responsibilities through no fault of his own; (iii) a reduction in the Employee’s Base Salary of more than ten percent (10%), unless such reduction is applied to all senior executives; (iv) a requirement that the Employee move his principal business location that would increase his commute by more than thirty (30) miles from the location in effect of the Effective Date; or (v) the Company’s willful breach of any of its material obligations under any written agreement with the Employee ; provided, however, the Employee shall not be permitted to resign for Good Reason unless (A) the Employee notifies the Company and Chief Executive Officer in writing of the occurrence of the alleged Good Reason condition within sixty (60) days of the Employee becoming aware of the occurrence of such condition; (B) the Company shall have a period of not less than thirty (30) days following such notice (the “Cure Period”) to remedy the alleged condition, during which time the Employee cooperates in good faith with the Company’s efforts to remedy the condition; (C) the alleged Good Reason condition is not remedied during the Cure Period; and (D) the Employee terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the alleged Good Reason condition during the Cure Period in the Employee’s reasonable good faith judgment, Good Reason shall be deemed not to have occurred.
(b)Termination for Cause. The Company may terminate the Employee’s employment under this Agreement at any time for Cause. For purposes of this Agreement, “Cause” shall mean a determination by the Board that any of the following have occurred: (i) the Employee’s failure to follow the lawful and reasonable directives of the Company, the Chief Executive Officer or the Board; (ii) the Employee’s material violation of any material Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company; (iii) the Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful or gross misconduct that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (iv) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Employee owes an obligation of nondisclosure as a result of the Employee’s relationship with the Company that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (v) the Employee’s conviction of, or plea of guilty or “nolo contendere” to, a felony or misdemeanor (other than a minor traffic offense); or (vi) the Employee’s material breach of any of his obligations under this Agreement or any written agreement between the Employee and the Company. Except for any such event or condition which, by its nature, cannot reasonably be expected to be cured, with respect to the events or conditions described in clauses (i), (ii) or (vi), the Employee shall have thirty (30) days after receipt of written notice from the Company specifying the events or conditions constituting Cause in reasonable detail within which to cure any events or conditions constituting Cause, provided that the Company serves notice of such events or conditions and intended termination within sixty (60) days of the occurrence thereof, and such Cause shall not exist unless either the Employee is not entitled to notice under this sentence, or, if the Employee is entitled to such notice, he fails to cure such acts constituting
Exhibit 10.2
Cause within such thirty (30)-day cure period. Termination of the Employee’s employment shall not be deemed to be for Cause unless, prior to termination, the Company delivers to the Employee copies of resolutions duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Employee and he is given a reasonable opportunity, together with counsel, to be heard before the Board), finding that the Employee has engaged in the conduct described in any of (i)-(vi) above.
(c)Termination Upon Disability. The Company may terminate the Employee’s employment under this Agreement in the event of the Employee’s “Disability.” For purposes of this Agreement, “Disability” means that the Employee becomes ill or is injured so that he is unable to perform the duties required of him under this Agreement for a period of ninety (90) days. Upon such termination the Employee shall receive the Accrued Benefits.
(d)Termination Other Than for Good Reason or for Cause. Subject to the provisions of clauses (a) and (b) above, during the Term, upon sixty (60) days’ prior written notice (the “Notice Period”), the Company can terminate this Agreement other than for Cause and the Employee can terminate this Agreement other than for Good Reason. In the event the Employee delivers notice of his intention to terminate this Agreement other than for Good Reason, the Company may, in its sole discretion, (i) require the Employee to continue working during the Notice Period, in which case Employee will be entitled to his normal compensation under this Agreement during the Notice Period, (ii) relieve the Employee of some or all of his work responsibilities during the Notice Period or (iii) terminate the Employee’s employment immediately and provide the Employee with a payment in lieu of a Notice Period in the amount of the Employee's Base Salary through the expiration of the Notice Period. In no event shall the Company’s termination of the Employee’s employment following Employee’s delivery of written notice of his intention to resign constitute a termination of the Employee’s employment by the Company without Cause.
(e)Transfer of Responsibilities; Cooperation. Upon the expiration or termination of this Agreement, the Employee shall help assure the smooth transfer of responsibilities to his successor, by coordinating with his successor and helping familiarize him with the Company and the nature of the employment. In addition, upon the receipt of notice from the Company (including outside counsel), the Employee agrees that while employed by the Company and for a reasonable period thereafter, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of his employment with the Company, and will provide reasonable assistance to the Company and its representatives in defense of any claims that may be made against the Novocure Group, and will assist the Novocure Group in the prosecution of any claims that may be made by the Novocure Group, to the extent that such claims may relate to the period of the Employee’s employment with the Company (or any predecessor) and were within the Employee’s knowledge. The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company or another member of the Novocure Group. The Employee also agrees to promptly inform the Company (to the extent the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company or another member of the Novocure Group (or its
Exhibit 10.2
actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or another member of the Novocure Group with respect to such investigation, and will not do so unless legally required.
(f)Accrued Benefits. Upon termination of the Employee’s employment for any reason, the Company will pay or provide the Employee: (i) any unpaid Base Salary through the date of termination; (ii) redemption of annual leave, if any; (iii) reimbursement for any unreimbursed expenses incurred through the date of termination, in a lump sum in cash within thirty (30) days after the date of termination; (iv) benefits in accordance with the terms of the applicable plans and programs of the Company; (v) release of sums and payments in respect of the arrangements described in Section 2(d) in accordance with the terms thereof, within fifteen (15) days after the date of termination; and (vi) redemption of recuperation pay (d’mey havra’ah), all in accordance with applicable law and the Company’s policies (items (i) through (vi) collectively, the “Accrued Benefits”).
(g)Certain Potential Additional Payments Upon Termination.
In addition to the Accrued Benefits, upon a termination of the Employee’s employment within twelve (12) months following a Change in Control (as defined in the Plan), then the Company shall provide the Employee with the CIC Severance Adjustment if required to do so pursuant to this Section 3(g) and subject to the Employee’s timely execution of a waiver and release of claims in substantially the form attached as Exhibit A (the “Release”) within the time prescribed by the Company, the Company shall provide the Employee with the Severance Adjustment if required to do so pursuant to this Section 3(g). As soon as reasonably practicable following the date of the termination referenced above, the Company shall cause the Insurance Company, in the case of the Policy, and/or the custodian of the Pension Fund, in the case of the Pension Fund, to determine the amount in the Policy and/or the Pension Fund, as applicable, that is attributable to Company's contributions in respect of severance payments for the benefit of the Employee (the “Contributed Policy Value”). If the Employee is entitled to receive the CIC Severance Adjustment, the CIC Severance Adjustment will be paid to the Employee in a lump sum as soon as reasonably practicable following the determination of the Employee’s entitlement to the CIC Severance Adjustment. The determination of the Contributed Policy Value shall be final, binding and conclusive on the parties for the purpose of determining whether the Employee is entitled to the CIC Severance Adjustment. For purposes of this Section 3(g) only, the “CIC Severance Adjustment” shall be equal to the positive difference, if any, between (X) an aggregate amount equal to the product of (a) two hundred percent (200%) of Employee’s Base Salary that would have been payable through the End Date had Employee remained an Employee following the Change in Control through the End Date and (Y) the Contributed Policy Value. In addition, subject to the Employee’s execution and non-revocation of the Release, all stock options or other equity or equity-based awards held by the Employee that have not previously become vested and (if applicable) exercisable as of the date of the Qualifying Termination shall, upon such termination, become immediately and fully vested and exercisable, without regard to the terms of any applicable award agreement or plan document, and such awards shall otherwise continue to apply on the same terms.
Exhibit 10.2
4.Confidentiality and Proprietary Information
(a)During the term of this Agreement and thereafter, the Employee shall preserve the confidentiality of all information relating to the business and activities of the Novocure Group, including all information relating to their technology, intellectual property, products, suppliers and clients, development and marketing plans, business strategy and business model, any other information of similar kind, and shall not reveal any such information to a third party of any kind, or use it in any way out of the Novocure Group, or transmit to third parties any information of a confidential nature that the Employee may have been given, without the consent of the Company. The foregoing shall not apply to information, which can be proven that is: (i) generally available to the public, other than in violation of this Section 4(a); (ii) was already known to the Employee prior to the disclosure thereto by the Novocure Group; (iii) was rightfully received by the Employee prior to the execution hereof from a third party without restriction on disclosure and without a breach of any confidentiality obligation running directly or indirectly to the Company or any member of the Novocure Group; or (iv) was approved for release by a written authorization by the Company. Notwithstanding the foregoing or any other provision in this Agreement or otherwise, nothing herein shall prohibit the Employee from reporting possible violations of United States federal or state law or regulation to any governmental agency or entity or self-regulatory organization including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of United States federal or state law or regulation (it being understood that the Employee does not need the Company’s prior authorization to make any such reports or disclosures and the Employee is not required to notify the Company that he has made such reports or disclosures).
(b)The Employee acknowledges and agrees that all trade secrets, works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, data, programs, knowhow, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products or developments or other works of authorship (“Inventions”), whether patentable or unpatentable, (x) that relate to the Employee work with the Company or any other member of the Novocure Group, made, developed or conceived by him, solely or jointly with others or with the use of any of the Novocure Group’s equipment, supplies, facilities or trade secrets or (y) suggested by any work that the Employee performs in connection with the Novocure Group, either while performing his duties with the Novocure Group or on his own time, but only insofar as the Inventions are related to his work as an employee of the Novocure Group, will belong exclusively to the Company (or its designee and assigns), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records will be the sole and exclusive property of the Company (or its designee and assigns), and the Employee will surrender them upon the termination of his employment, or upon the Company’s request. The Employee hereby assigns to the Company (and its designees and assigns) the Inventions, including all rights in and to patents and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the term of this Agreement, together with the right to file, in his name or in the name of the Company (or its designee), applications for patents
Exhibit 10.2
and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the term of this Agreement, make such Applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions and the underlying intellectual property. The Employee will also execute assignments to the Company (or its designee or assigns) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and the underlying intellectual property for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense.
(c)In addition, the Inventions will be deemed “work made for hire,” as such term is defined under the copyright law of the United States, on behalf of the Novocure Group and the Employee agrees that the Novocure Group will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to him. If the Inventions, or any portion thereof, are deemed not to be “work made for hire,” the Employee hereby irrevocably conveys, transfers, assigns and delivers to the Novocure Group, all rights, titles and interests in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions and the underlying intellectual property, including without limitation, (A) all of his rights, titles and interests in the copyrights (and all renewals, revivals and extensions thereof) related to the Inventions and the underlying intellectual property; (B) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and the underlying intellectual property; and (C) all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to his benefit by virtue of the Employee being an employee of or other service provider to the Novocure Group. It is further agreed that the Employee’s Base Salary and any other benefits and/or payments provided under this Agreement already include any consideration the Employee may be entitled to for Inventions developed or generated by him (or with Employee’s assistance or contribution, as provided above) in accordance with Section 134 of the Patents Law, 5727-1967), and the Employee shall not be entitled to receive any additional consideration in this respect whatsoever.
(d)To the extent that the Employee is unable to assign any of his right, title or interest in any Invention under applicable law, for any such Invention and the underlying intellectual property rights, the Employee hereby grants to the Novocure Group an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Invention.
Exhibit 10.2
(e)To the extent that any of the Inventions are derived by, or require use by the Novocure Group of, any works, Inventions, or other intellectual property rights that the Employee owns, which are not assigned hereby, the Employee hereby grants to Novocure Group an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Novocure Group to fully realize their ownership rights in the Inventions.
5.Restrictive Covenants
(a)Non-Competition. So long as the Employee is employed by the Company under this Agreement and for the twelve (12)-month period following the termination of the Employee’s employment with the Company for any reason (the “Restricted Period”), the Employee agrees that he will not, directly or indirectly, without the prior written consent of the Company, engage in Competition with the Novocure Group. “Competition” means participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any other capacity whatsoever in any business or in the development of any business if (A) such business competes or would compete with the business of the Novocure Group (it being understood that the business of the Novocure Group is the development and commercialization of its proprietary tumor treating fields (TTF) therapy for the treatment of solid tumor cancers (the “Business”)) and (B) the Employee’s activities related to such business would create the opportunity for the Employee to use confidential and proprietary information of the Novocure Group in connection with any other product being developed, manufactured, supplied or sold by any such business or business under development that competes with or upon introduction of a product would compete with the Business. For the avoidance of doubt and by way of example, the foregoing restrictions would not preclude the Employee from being employed by a pharmaceutical company during the Restricted Period to the extent that the Employee’s activities at such pharmaceutical company would not be directly related to the development, marketing or sale of products that are directly competitive with the Business. Notwithstanding the foregoing, nothing contained in this Section 5(a) shall prohibit the Employee from (i) investing, as a passive investor, in any publicly held company provided that the Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed one percent (1%) of the outstanding securities of such class, or (ii) with the consent of the Board, entering the employ of any academic institution or governmental or regulatory instrumentality of any country or any domestic or foreign state, county, city or political subdivision.
(b)Non-Solicitation of Customers. The Employee agrees that during the Restricted Period, he will not, directly or indirectly, solicit or influence, or attempt to solicit or influence, customers of the Novocure Group to purchase goods or services then sold by the Novocure Group from any other person or entity.
(c)Non-Solicitation of Suppliers. The Employee agrees that during the Restricted Period, he will not, directly or indirectly, solicit or influence, or attempt to solicit or influence, the Novocure Group’s suppliers to provide goods or services then
Exhibit 10.2
provided to the Novocure Group to any other person or entity in Competition with the Novocure Group.
(d)Non-Solicitation of Employees. The Employee recognizes that he will possess confidential information about other employees of the Novocure Group relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customers of the Novocure Group. The Employee recognizes that the information he possesses and will possess about these other employees is not generally known, is of substantial value to the Novocure Group in developing its business and in securing and retaining customers, and has been and will be acquired by the Employee because of his business position with the Novocure Group. The Employee agrees that, during the Restricted Period, he will not (x) directly or indirectly, individually or on behalf of any other person or entity solicit or recruit any employee of the Novocure Group to leave such employment for the purpose of being employed by, or rendering services to, the Employee or any person or entity unaffiliated with the Novocure Group, or (y) convey any such confidential information or trade secrets about other employees of the Novocure Group to any person or entity other than in the course of the Employee’s assigned duties hereunder and for the benefit of the Novocure Group or as otherwise required by law or judicial or administrative process.
(e)Non-Disparagement. The Employee and the Novocure Group agree that neither will, nor induce others to, Disparage the Novocure Group or any of its past or present officers, directors, employees or products, or the Employee. “Disparage” will mean making comments or statements to the press, the Novocure Group’s employees or any individual or entity with whom the Novocure Group has a business relationship, or any prospective new employer of the Employee, that would adversely affect in any manner: (i) the conduct of the business of the Novocure Group (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Novocure Group, or any of its products, or its past or present officers, directors, employees, stockholders and affiliates, or the Employee.
(f)The Employee acknowledges that the restrictions set under this Section 5 are fair and reasonable, and are essential for protection of the Novocure Group’s business, the Novocure Group’s proprietary rights and other legitimate interests of the Novocure Group, in view of the nature of the business in which the Novocure Group is engaged and its innovative course. The Employee further acknowledges that the above restrictions are customarily complied with by persons situated in a similar position, correspond with fair dealing requirements and are adequate in light of the Employee’s usage of Novocure Group resources during Employee’s employment hereunder. In addition, such restrictions are fully compensated for by the Base Salary and benefits provided hereunder, and are not likely to have a material adverse effect upon the Employee’s professional position and promotion opportunities during the Restricted Period.
(g)No Disclosure to Company. The Employee represents and warrants that the Employee has not and will not disclose to the Company or any member of the Novocure Group any confidential information received by the Employee from any third party, and subject to restriction on disclosure, or through breach of confidentiality obligations, including without limitations any information received by
Exhibit 10.2
the Employee in connection with any prior employer-employee engagement by the Employee.
(h)Injunctive Relief. It is further expressly agreed that the Novocure Group will or would suffer irreparable injury if the Employee were to violate the provisions of this Section 5, and that the Novocure Group would by reason of such violation be entitled to injunctive relief in a court of appropriate jurisdiction and the Employee further consents and stipulates to the entry of such injunctive relief in such court prohibiting him from violating the provisions of this Section 5.
(i)The obligations contained in this Section 5 will survive the termination of the Employee’s employment with the Company or any member of the Novocure Group and will be fully enforceable thereafter. If it is determined by a court of competent jurisdiction that any restriction in this Section 5 excessive in duration or scope or extends for too long a period of time or over too great a range of activities or in too broad a geographic area or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by applicable law.
(j)Return of Property. On the date of the termination of the Employee’s employment with the Company for any reason (or at any time prior thereto at the Company’s request), he will return all property belonging to the Novocure Group (including, but not limited to, any Novocure Group provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Novocure Group, but not his personal rolodex to the extent it contains only contact information).
6.Indemnification; Directors and Officers Liability Insurance
In addition to any rights to indemnification to which the Employee may be entitled under the Company’s articles of association, the Company shall indemnify the Employee at all times during and after his employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon the Employee’s actions, inaction, or status as an employee, officer, or director of the Company, except to the extent it is finally determined by a court of competent jurisdiction that the Employee is either not entitled to indemnification hereunder or otherwise or that any such action or inaction by the Employee that gave rise to any such action, suit, investigation or proceeding arose out of his own gross negligence, willful misconduct or fraud. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Employee shall be covered under such insurance to the same extent as any other senior executives of the Company, both during employment and thereafter while potential liability exists.
7.Assignment
Notwithstanding anything else herein, this Agreement is personal to the Employee and neither the Agreement nor any rights hereunder may be assigned by the Employee. The Company may (subject to the written consent of the Employee if required by applicable
Exhibit 10.2
Israeli law) assign the Agreement to another member of the Novocure Group or to any acquiror of all or substantially all of the assets of the Company or the Parent or otherwise to any person in connection with a Change in Control. This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties.
8.Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one and the same instrument, which may sufficiently be evidenced by any one counterpart.
9.Individual Agreement; Entire Agreement
This Agreement is a special, individual agreement, contains the entire agreement of the parties with respect to the subject matters addressed herein, and as of the Effective Date, supersedes and replaces in its entirety the Prior Agreement. The collective agreements relating to the employees of the Novocure Group (if any) shall not apply to the Employee. Neither this Agreement nor any term of this Agreement may be amended, discharged or terminated orally, but only by a written instrument signed by the party to be bound thereby. No provision of this Agreement may be waived except in writing by the waiving party. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party, and no course of dealing between the parties, shall constitute a waiver of, or shall preclude any other or further exercise of, any right, power or remedy. The provisions of this Agreement will be deemed severable and the invalidity of unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.
10.Compensation Recovery
The payment of any payments that may be made to the Employee, whether under this Agreement or under the Prior Agreement, regardless of whether the amount of such payment is determined based on achievement of financial performance objectives, shall be subject to recoupment in accordance with any clawback policy that Parent and/or the Company has adopted, adopts or is otherwise required by applicable law to adopt, whether pursuant to the listing standards of any national securities exchange or association on which the Parent’s securities are listed, the Dodd-Frank Wall Street Reform and Consumer Protection Act and/or other applicable law. Any such recovered sum according to any clawback policy shall be deemed to be an agreed upon debt of the Employee to the Company and the Company shall be entitled to deduct any such recovered sum or any portion of it from any payment due to the Employee by the Company, all in accordance with applicable law.
11.Captions and Headings
The captions and descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
12.Governing Law
This Agreement will be governed by, and construed under and accordance with, the internal laws of the State of Israel, without reference to rules relating to conflicts of laws.
Exhibit 10.2
13.Taxes
The Company may withhold from any and all amounts payable to the Employee such taxes as may be required to be withheld pursuant to any applicable law or regulation.
14.Notices
Any notice required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been sufficiently given if sent by registered mail, with all charges prepaid, addressed to the Company at its then principal executive offices (Attention: General Counsel) or to the Employee at the last address in the Company’s records, or to either party at such other address as he or it may from time to time specify for such purpose in a notice similarly given.
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Agreement as of the Effective Date.
NovoCure (Israel) Ltd. Asaf Danziger
_____________________________ _________________________
Name: Title:
Appendix A
Approval by Minister of Labor and Welfare
GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE
FUND IN LIEU OF SEVERANCE PAY ACCORDING TO SEVERANCE PAY LAW, 5723-1963
By virtue of my power under section 14 of the Severance Pay Law, 5723-1963 (the “Law”), I certify that payments made by an employer commencing from the date of the publication of this approval publication for his employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax Regulations (Rules for the Approval and Conduct of Benefit Funds), 5724-1964 (the “Pension Fund”) or to managers insurance including the possibility of an insurance pension fund as aforesaid (hereinafter: the “Insurance Fund”), including payments made by him by a combination of payments to a Pension Fund and an Insurance Fund (hereinafter: the “Employer’s Payments”), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “Exempt Salary”), provided that all the following conditions are fulfilled:
(1)The Employer’s Payments –
Exhibit 10.2
(a) To the Pension Fund are not less than 14-1/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays for his employee in addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 2-1/3% of the Exempt Salary. In the event the employer has not paid an addition to the said 12%, the employer’s payments shall be only in lieu of 72% of the employee’s severance pay;
(b)To the Insurance Fund are not less than one of the following:
13-1/3% of the Exempt Salary, if the employer pays for his employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 2-1/2 % of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);
11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer’s Payments shall only replace 72% of the Employee’s severance pay; In the event the employer has paid in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 2-1/3 % of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance pay.
No later than three months from the commencement of the Employer’s Payments, a written agreement is executed between the employer and the employee in which –
The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer’s Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;
The employer waives in advance any right, which it may have to a refund of monies from his payments, unless the employee’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such regard “Entitling Event” means death, disability or retirement at after the age of 60.
This approval is not such as to derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.
ACKNOWLEDGED AND AGREED:
NovoCure (Israel) Ltd. Asaf Danziger
___________________________ _______________________
Name: Title:
Exhibit 10.2
אישור כללי בדבר תשלומי מעבידים לקרן פנסיה ולקופת ביטוח במקום פיצויי פיטורים לפי חוק פיצויי פיטורים, התשכ"ג 1963-
בתוקף סמכותי לפי סעיף 14 לחוק פיצויי פיטורים, התשכ"ג 1963- )להלן -החוק(, אני מאשר כי תשלומים ששילם מעביד החל ביום פרסומו של
אישור זה, בעד עובדו לפנסיה מקיפה בקופת גמל לקצבה שאינה קופת ביטוח כמשמעותה בתקנות מס הכנסה )כללים לאישור ולניהול קופות גמל(,
התשכ"ד 1964- )להלן - קרן פנסיה(, או לביטוח מנהלים הכולל אפשרות לקצבה או שילוב של תשלומים לתכנית קצבה ולתכנית שאינה לקצבה
בקופת ביטוח כאמור )להלן - קופת ביטוח(, לרבות תשלומים ששילם תוך שילוב של תשלומים לקרן פנסיה ולקופת ביטוח בין אם יש בקופת
הביטוח תכנית לקצבה ובין אם לאו )להלן - תשלומי המעביד(, יבואו במקום פיצויי הפיטורים המגיעים לעובד האמור בגין השכר שממנו שולמו
:התשלומים האמורים ולתקופה ששולמו )להלן - השכר המופטר(, ובלבד שנתקיימו כל אלה
- תשלומי המעביד . 1
לקרן פנסיה אינם פחותים מ– 14.33% מן השכר המופטר או 12% מן השכר המופטר אם משלם המעביד בעד עובדו בנוסף .א
לכך גם תשלומים להשלמת פיצויי פיטורים לקופת גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של 2.33% מן השכר
המופטר. לא שילם המעביד בנוסף ל– 12% גם 2.33% כאמור, יבואו תשלומיו במקום 72% מפיצויי הפיטורים של העובד,
;בלבד
:לקופת ביטוח אינם פחותים מאחד מאלה .ב
(1) מן השכר המופטר, אם משלם המעביד בעד עובדו בנוסף לכך גם תשלומים להבטחת הכנסה חודשית במקרה אובדן 13.33%
כושר עבודה, בתכנית שאישר הממונה על שוק ההון ביטוח וחסכון במשרד האוצר, בשיעור הדרוש להבטחת 75% מן השכר
;(המופטר לפחות או בשיעור של 2.5% מן השכר המופטר, לפי הנמוך מביניהם )להלן - תשלום לביטוח אובדן כושר עבודה
(2) מן השכר המופטר, אם שילם המעביד בנוסף גם תשלום לביטוח אובדן כושר עבודה, ובמקרה זה יבואו תשלומי המעביד 11%
במקום 72% מפיצויי הפיטורים של העובד, בלבד; שילם המעביד נוסף על אלה גם תשלומים להשלמת פיצויי פיטורים לקופת
גמל לפיצויים או לקופת ביטוח על שם העובד בשיעור של 2.33% מן השכר המופטר, יבואו תשלומי המעביד במקום 100%
.פיצויי הפיטורים של העובד
- לא יאוחר משלושה חודשים מתחילת ביצוע תשלומי המעביד נערך הסכם בכתב בין המעביד לבין העובד ובו . 2
הסכמת העובד להסדר לפי אישור זה בנוסח המפרט את תשלומי המעביד ואת קרן הפנסיה וקופת הביטוח, לפי הענין; בהסכם .א
;האמור ייכלל גם נוסחו של אישור זה
ויתור המעביד מראש על כל זכות שיכולה להיות לו להחזר כספים מתוך תשלומיו, אלא אם כן נשללה זכות העובד לפיצויי .ב
פיטורים בפסק דין מכוח סעיפים 16 או 17 לחוק ובמידה שנשללה או שהעובד משך כספים מקרן הפנסיה או מקופת הביטוח
.שלא בשל אירוע מזכה; לענין זה, "אירוע מזכה" - מוות, נכות או פרישה בגיל שישים או יותר
אין באישור זה כדי לגרוע מזכותו של עובד לפיצויי פיטורים לפי החוק, הסכם קיבוצי, צו הרחבה או חוזה עבודה, בגין שכר שמעבר לשכר . 3
.המופטר
(ט"ו בסיון התשנ"ח ) 9 ביוני 1998
אליהו ישי, שר העבודה והרווחה
Exhibit 10.2
Exhibit A
Form of Release Agreement
This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between NovoCure (Israel) Ltd. (including its successors and assigns, the “Company”), and Asaf Danziger (the “Employee”).
1.Release.
a.In consideration of the amounts to be paid by the Company pursuant to Section 3(g) of the employment agreement, dated as of January 1, 2025 (the “Employment Agreement”), the Employee, on behalf of himself and his heirs, executors, devisees, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and its parent company, subsidiaries and affiliates, together with each of their current and former principals, officers, directors, shareholders, agents, representatives and employees, and each of their heirs, executors, successors and assigns (collectively, the “Releasees”), from any and all debts, demands, actions, causes of action, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which the Employee ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time he signs this Agreement arising out of his employment by, or termination from employment by, the Company or the Novocure Group (the “General Release”). References herein to the “Novocure Group” shall mean and refer to, collectively, the Company, Novocure Limited, a Jersey (Channel Islands) corporation, and their respective direct and indirect subsidiaries and affiliates. This General Release of Claims shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that the Employee may have arising under any applicable law and/or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and the Employee and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of the Employee’s employment relationship, or the termination of his employment, with the Company.
b.For the purpose of implementing a full and complete release, the Employee understands and agrees that this Agreement is intended to include all claims, if any, which the Employee or his heirs, executors, devisees, successors and assigns may have and which the Employee does not now know or suspect to exist in his favor against the Releasees, from the beginning of time until the time he signs this Agreement, and this Agreement extinguishes those claims.
c.The Employee acknowledges and agrees that the Company has fully satisfied any and all obligations owed to him arising out of his employment with or termination from the Company, and no further sums or benefits are owed to him by the Company or by any of the other Releasees at any time.
d.Excluded from this General Release are any claims which cannot be waived by law in a private agreement between employer and employee. Additionally, this General Release does not waive any right the Employee may have (i) to accrued and vested benefits or benefits otherwise due under any applicable law (such as salary, severance pay, redemption of annual leave and recuperation pay, advance notice
Exhibit 10.2
according to the applicable law, etc.) or (ii) to coverage and/or indemnification by the Company pursuant to any directors’ and officers’ liability insurance coverage of the Company or pursuant to the organizational or governance documents of the Company.
2.Consultation with Attorney; Voluntary Agreement. The Company advises the Employee to consult with an attorney of his choosing prior to signing this Agreement. The Employee understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 1 above, with an attorney. The Employee also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 1 above. Employee acknowledges and agrees that the payments to be made to the Employee pursuant to Section 3(g) of the Employment Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release set forth in Section 1. The Employee represents that he has read this Agreement, including the General Release set forth in Section 1, and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion.
3.Effective Date; Revocation. The Employee acknowledges and represents that he has been given forty-five (45) days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above. The Employee further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (7) days after signing it. The Employee acknowledges and agrees that, if he wishes to revoke this Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the revocation period. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8th) day following his execution of this Agreement.
4.Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.
5.Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Israel, without reference to rules relating to conflicts of laws.
6.Entire Agreement. This Agreement, the Employment Agreement and the other agreements referred to in the Employment Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. The Consideration period to be determined at time of termination. The Employee acknowledges and agrees that he is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement.
7.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
NOVOCURE (ISRAEL) LTD.
__________________________________
By:
Exhibit 10.2
Name:
Title:
Asaf Danziger
_______________________________
Dated:__