Item
1.01.
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Entry
into a Material Definitive Agreement.
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(a)
On August 21, 2018, Wize Pharma Ltd. (“Wize Israel”), the wholly owned subsidiary of Wize Pharma, Inc. (the “Company”),
entered into a restated employment agreement (the “Employment Agreement”) with Or Eisenberg, the Chief Executive Officer
and Chief Financial Officer of the Company and of Wize Israel, which provides for an initial term of three years, subject to automatic
one year renewals thereafter unless the agreement is terminated in accordance with its terms. Pursuant to the terms of the Employment
Agreement, Mr. Eisenberg is entitled to receive an annual base salary of 480,000 NIS ($131,052 USD), subject to adjustment by
the Board of Directors of Wize Israel (the “Board”). As compensation for his role as Chief Executive Officer, he will
receive a monthly bonus of 5,000 NIS ($1,366 USD). He is eligible to receive a transaction bonus in connection with certain material
transactions, subject to the Company’s clawback right, as outlined in the Employment Agreement. In addition, he is eligible
to participate in all health insurance and benefit plans offered by the Company to its executives and is entitled to the reimbursement
of business expenses and a vehicle allowance.
In
the event Mr. Eisenberg’s employment is terminated by Wize Israel other than for Cause or if he resigns for “Good
reason” as defined in the Employment Agreement, he is entitled to receive severance benefits under Israeli law as well as
his salary for the remainder of the term under the Employment Agreement. In the event Mr. Eisenberg is terminated for “Cause”,
he is not entitled to receive any payments other than such amounts owing and outstanding prior to the termination of his employment.
“Cause” means if Mr. Eisenberg has engaged in (i) the commission of a felonious crime related to the performance of
any of his duties owed to the Company or Wize Israel, (ii) breach of trust, (iii) willful misconduct or gross negligence in the
performance of any of his duties which creates or has the potential to create a material adverse effect on the business, reputation
or financial condition of the Company or Wize Israel, their funds, property, assets, employees, or customers, (iv) breaches his
obligations under his confidentiality and non-competition agreement with Wize Israel and (v) engages in other activities that
would result in the denial of severance pay under Israeli law.
Mr.
Eisenberg is subject to non-competition and non-solicitation restrictions throughout his employment and for a period of six months
following the termination of his employment.
(b)
On August 20, 2018, Wize Israel entered into a restated consulting services agreement (the “Consulting Services Agreement”)
with N. Danenberg Holdings (2000) Ltd. (the “Consulting Company”) and Noam Danenberg, the Chief Operating Officer
of the Company. The Consulting Services Agreement provides that Mr. Danenberg will provide consulting services as typically required
by a Chief Operating Officer, including, but not limited to, general strategic consulting services around business development
and fund raising for an initial term of three years, As payment for the consulting services, the Company will pay the Consulting
Company 40,000 NIS ($10,921 USD), per month subject to adjustment by the Board. In addition, the Consulting Company will be eligible
to receive a transaction bonus in connection with certain material transactions, subject to the Company’s clawback right,
as outlined in the Consulting Services Agreement.
In
the event that the Consulting Company terminates the engagement for “Good Reason” as defined in the Consulting Services
Agreement, it is entitled to receive the balance of the remaining service fees for the term of the agreement. In the event that
Wize Israel terminates the agreement for “Cause”, the Consulting Company will not be entitled to receive any payments
other than amounts owing and outstanding prior to the termination of the agreement. “Cause” means if Mr. Danenberg
has engaged in (i) the commission of a felonious crime related to the provision of the services, (ii) breach of trust, (iii) willful
misconduct or gross negligence in the performance of the services which creates or has the potential to create a material adverse
effect on the business, reputation or financial condition of the Company or Wize Israel, their funds, property, assets, employees,
or customers, (iv) an injunction of receivership, dismantling or bankruptcy, temporary or permanent, has been issued against Mr.
Danenberg or the Consulting Company , and/or a creditor settlement request or any similar injunction has been filed against Mr.
Danenberg or the Consulting Company, (v) Mr. Danenberg ceases to be the controlling shareholder of the Consulting Company or (vi)
Mr. Danenberg engages in other activities that would result in the denial of severance pay under Israeli law if Mr. Danenberg
were an employee of Wize Israel. Following the initial 3-year term, the agreement may be terminated by either party upon 120 days
prior written notice.
The
Consulting Company and Mr. Danenberg are subject to non-competition and non-solicitation restrictions throughout the engagement
and for a period of six-months following the termination of the consulting services.
The
foregoing description of the Employment Agreement and the Consulting Services Agreement in this Form 8-K does not purport to be
complete and is subject to and qualified by reference to the full Employment Agreement and Consulting Services Agreement which
are attached as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K.