NAOV NanoVibronix Inc

(Commission

File Number)

(IRS Employer

Identification No.)

“Cause,” as used herein in reference to termination of the Executive’s employment with the Company, shall mean the Executive’s (a) intentional and material dishonesty in the performance of the Executive’s duties for the Company, including any acts of theft, embezzlement, or fraud; (b) indictment or conviction of, or pleading nolo contendere or guilty to, a felony or a crime involving moral turpitude; (c) refusal to perform, or intentional disregard of, in any material respect, the Executive’s duties and responsibilities under this Agreement; and (d) incurable material breach of this Agreement or any other agreement to which the Executive and the Company are parties. In each such event listed above, if the circumstances are curable, the Company shall give the Executive written notice thereof which shall specify in reasonable detail the circumstances constituting Cause, and there shall be no Cause with respect to any such circumstances if cured by the Executive within thirty (30) days after such notice.

“Good Reason,” as used herein in reference to termination of the Executive’s employment with the Company, shall mean: (a) any material reduction, without the Executive’s consent, in the Executive’s duties or responsibilities; (b) a material breach by the Company of this Agreement or any other agreement to which the Executive and the Company are parties; (c) any material reduction in the Executive’s then current base salary plus target bonus opportunity compensation; or (d) any requirement that the Executive relocate or spend more than 50% of the next fiscal year in a location more than 50 miles from his current place of residence. In each such event listed above, the Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect to any such circumstances if cured by the Company within thirty (30) days after such notice.

“Change in Control” shall mean: (a) any merger, acquisition, or similar transaction or series of related transactions in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated; (b) the sale, transfer or other disposition of all or substantially all of the assets of the Company; or (c) any reverse merger or acquisition in which the Company is the surviving entity but in which more than fifty percent (50%) of the Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger.

“Competing Business” means any business, individual, partnership, firm, corporation, or other entity that is competing with any aspect of the Company’s business.

Position and Responsibilities. The Executive shall be employed and serve as the CEO of the Company (together with such other position or positions consistent with the Executive’s title as the Company’s Board of Directors (the “Board”) shall specify from time to time) and shall report directly to the Board. The Executive shall have such duties and responsibilities commensurate with such title, and as the Board may require of the Executive from time to time. The Executive also agrees to serve, if elected, as an officer or director of the Company or any other affiliate of the Company, in each such case at no compensation in addition to that provided for in this Agreement. The Company will use its best efforts to cause the Executive to be elected as a member of the Board as long as the Executive continues to serve as the CEO. Should the Executive’s employment terminate for any reason, the Executive shall resign as a member of the Board.

Performance. The Executive shall, on a full-time basis, devote the Executive’s time, energy, skill, and reasonable best efforts to the performance of the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company, and shall exercise reasonable best efforts to perform the Executive’s duties in a diligent, trustworthy, good faith and business-like manner, all for the purpose of advancing the business of the Company. The Executive shall at all times act in a manner consistent with the Executive’s position as CEO.

Base Salary. The Company shall pay the Executive an annual salary of $321,000 (USD) (the annual salary in effect, as may be increased from time to time in the Board’s sole discretion, the “Base Salary”), which shall be paid to the Executive less any applicable payroll deductions and tax withholdings, for all services rendered by the Executive under this Agreement. The Company shall pay the Executive the Base Salary in accordance with the standard payroll practices of the Company.

Performance Bonus. During the Term, the Executive shall be eligible to receive an annual bonus (“Performance Bonus”) of up to $100,000 (USD), which shall be paid to the Executive less applicable payroll deductions and tax withholdings. The Performance Bonus shall be based on the extent to which the Executive has met performance criteria for the calendar year, as determined in good faith by the Board or the Compensation Committee of the Board, and shall be paid within thirty (30) days following the determination of the Compensation Committee and the approval of the Board of Directors.

Stock Options. Following the Company’s adoption of a new equity incentive plan (the “Equity Plan”), the Company’s management shall recommend to the Board that the Company grant the Executive options (the “Stock Options”) to purchase common stock of the Company. The number of shares, exercise price, vesting schedule, and other terms and conditions of the Stock Options shall be determined by the Board of Directors in its sole and absolute discretion and subject to the terms of the Equity Plan and the relevant grant agreement in such form as approved by the Board. Any tax liability in connection with the Stock Options shall be borne solely by the Executive.

Expenses. The Company agrees that, during the Executive’s employment, it will reimburse the Executive for out-of-pocket expenses reasonably incurred in connection with the Executive’s performance of the Executive’s services hereunder, upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts. Reimbursements shall be in compliance with the Company’s expense reimbursement policies.

Vacation. The Executive shall be eligible for four (4) weeks paid vacation in accordance with the Company’s policy in effect from time to time.

Taxes and Withholdings. All sums payable to Executive under this Agreement shall be reduced by all applicable taxes and withholdings, in accordance with applicable law.

To the extent (a) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the termination of Executive’s employment with the Company or the Executive’s separation from service to the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”); (b) the Executive is deemed at the time of his termination/separation to be a “specified employee” under Section 409A of the Code; and (c) at the time of the Executive’s termination, the Company is publicly traded (as defined in Section 409A of the Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of the Executive’s termination/separation) shall not be made until the earlier of (1) the first day of the seventh month following the Executive’s termination/separation, or (2) the date of the Executive’s death following such termination/separation. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single lump sum or in installments) in the absence of this Article III shall be paid to the Executive or the Executive’s beneficiary in one lump sum, plus interest thereon, at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the date of termination of the Executive’s employment with the Company or the Executive’s separation from service to the Company.

To the extent any benefits provided under Article III above are otherwise taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Term of Employment. Until 11:59 p.m. on September 19, 2024, the Existing Agreement shall remain in full force and effect (unless terminated in accordance with its terms). On September 20, 2024, the term of this Agreement shall commence and shall continue in effect through August 31, 2025 (the “Initial Term”), unless earlier terminated by either party in accordance with this Article IV. The term of the Agreement shall automatically be renewed or extended for additional one-year periods beyond its otherwise scheduled expiration unless, prior to any such expiration, written notification is provided by either Party of the desire not to renew/extend the term for the subsequent year. (The “Term” refers to each of the initial and subsequent periods during which the Executive is employed by the Company as the Company’s CEO under this Agreement.)

Termination Without Cause or Resignation For Good Reason. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in either case effective prior to the last day of the Term then in effect, and provided that the Executive executes and delivers a separation and release agreement in a form acceptable to the Company (the “Release”) within twenty-one (21) days after the Executive’s date of termination (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law) and does not revoke or breach such agreement, the Company shall pay the Executive severance pay in a total amount equal to twelve (12) months of the Base Salary plus twelve (12) months of the Ancillary Payment (at the Base Salary and Ancillary Payment rates in effect on the date of termination) (less any applicable payroll deductions and tax withholdings), payable, in the Company’s sole discretion, subject to Article III.H hereof, either as a lump sum within the same time period as the Accrued Obligations or in equal installments over the one year (1) year period following the Executive’s date of termination, in accordance with the Company’s standard payroll policies, with the first installment being paid no later thirty (30) days following the effective date of the Release, in which event such first payment shall include all installments that would otherwise already have been paid to the Executive during the period following the date of termination of the Executive’s employment with the Company had payments of the installments commenced immediately following the Executive’s date of termination.

Non-Competition. The Executive agrees that during the Restricted Period, other than in connection with the Executive’s duties under this Agreement (including, without limitation, services to subsidiaries or affiliates of the Company), the Executive shall not, directly or indirectly, individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in any business directly competing with the business of the Company. Notwithstanding the restrictions contained in this Section A.3 of Article V, the Executive may own an aggregate of not more than two percent (2%) of the outstanding stock of any class of any corporation engaged in a business that directly competes with the business of the Company if such stock is listed on a national securities exchange in the United States (or a comparable exchange in a foreign jurisdiction) or regularly traded in the over-the-counter market by a member of a national securities exchange.

Solicit business from, interfere with, induce, attempt to solicit business from, or interfere with any actual or prospective customer, client, supplier (including any content providers), manufacturer, vendor or licensor of the Company with whom the Company does or has done business; or attempt to influence, encourage, persuade or induce any actual or prospective customer, client, supplier (including any content providers), manufacturer, vendor or licensor of the Company with whom the Company does or did business to reduce the extent of its business dealings with the Company; or

Remedies. The Executive acknowledges that, in view of the nature of the Company’s business sand the Executive’s position with the Company, the restrictions contained in this Article V are reasonable and necessary to protect the Company’s legitimate business interests and that any violation thereof would result in irreparable injury to the Company. In the event of a breach by the Executive of Article V of this Agreement, the Company shall be entitled to a temporary restraining order and/or injunctive relief as appropriate to prevent the Executive from further breach. Such remedies shall not be deemed the exclusive remedies for a breach or threatened breach of this Article V but shall be in addition to any remedies available at law or in equity, including the recovery of damages from the Executive, the Executive’s agents, any future employer of the Executive, and any person that conspires or aids and abets the Executive in such breach or threatened breach of this Agreement.

Reasonableness. The Executive hereby represents to the Company that the Executive has read and understands, and agrees to be bound by, the terms of this Article V. The Executive acknowledges that the scope and duration of the covenants contained in this Article V are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) the Executive’s level of control over and contact with the business operations (regionally and/or internationally); and (iii) the amount of compensation, trade secrets and Confidential Information that the Executive is receiving in connection with the Executive’s employment by the Company.

Reformation. If any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and the Executive intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that this entire Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

Assignment of Work Product. During the Executive’s employment with the Company and for a period of twelve (12) months following termination of the Executive’s employment for any reason, the Executive agrees to promptly make full written disclosure to the Company of all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the period of the Executive’s employment with the Company. Executive hereby assigns and shall be deemed to have assigned to the Company or its designee(s), all of the Executive’s right, title, and interest in and to any and all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the period of the Executive’s employment at the Company (both before and after the Effective Date) that: (a) relates at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; (b) results from any work performed by the Executive for the Company; or (c) has been or will be otherwise made through the use of the Company’s equipment, supplies, facilities, or trade secret information, even if conceived, created, developed, made, reduced to practice, or fixed during other than working hours. The Executive further acknowledges that all original works of authorship that have been or will be made or fixed in a tangible medium of expression by the Executive (solely or jointly with others) within the scope of the Executive’s employment with the Company that are protectable by copyright are “Works Made for Hire,” as that term is defined in the United States Copyright Act. The Executive understands and agrees that the decision whether or not to commercialize or market any Work Product shall be within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to the Executive as a result of the Company’s efforts to commercialize or market any such Work Product.

Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York. Venue of any litigation arising from this Agreement or any disputes relating to the Executive’s employment shall be in the United States District Court for the Southern District of New York or a state court of competent jurisdiction in New York, New York. The Executive and the Company hereby consent to, and agree not to challenge, personal or subject matter jurisdiction in the United States District Court for the Southern District of New York or a state court of competent jurisdiction in New York, New York, for any dispute relating to or arising out of this Agreement or the Executive’s employment with the Company.

Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way or manner be construed as a part of this Agreement.

Severability. In the event that any court of competent jurisdiction holds any provision in this Agreement to be invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties and, as of the Effective Date, fully supersedes any and all prior agreements, understandings, or representations between the Parties, pertaining to or concerning the subject matter of this Agreement, except that any assignment of inventions, confidentiality, non-competition, or non-solicitation obligations that the Executive has to the Company pursuant to any prior agreement that are, by their terms, intended to survive termination of employment pursuant to such agreement, shall remain in full force and effect. No changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement. The Executive acknowledges and represents that in executing this Agreement, the Executive did not rely, and has not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement.

Waiver. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches. The failure of a Party to insist in any one or more instances upon the other Party’s performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition, but the obligations of either Party with respect thereto shall continue in full force and effect. The breach by one Party to this Agreement shall not preclude equitable relief or performance of the obligations in Article V.

Modification. The provisions of this Agreement may be amended, modified, or waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.