WINTEGRA LTD. JACOB (KOBI) BEN ZVI EMPLOYMENT AGREEMENT
WINTEGRA
LTD.
JACOB
(KOBI) BEN ZVI EMPLOYMENT AGREEMENT
THIS
AGREEMENT (the “Agreement”)
is
made and entered into effective as of January 1, 2006 (“Effective
Date”),
by
and between Wintegra Ltd. of 6 Hamasger St. Raa’nana, Israel (the
“Company”),
and
Jacob (Kobi) Ben Zvi, Israeli I.D. No. 51713709, Israel, (“Executive”).
| WHEREAS |
Executive
serves as President and Chief Executive Officer (“CEO”)
of Wintegra Inc., the parent company of Wintegra Ltd. (the “Parent
Company”)
and as President and CEO of the Company;
and
|
| WHEREAS |
the
Parent Company has decided that Executive shall divide his business
time
between the Parent Company and the Company;
and
|
| WHEREAS |
the
parties desire to state the terms and conditions of Executive’s engagement
by the Company.
|
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.
|
Preamble
and Exhibits
|
The
preamble to this Agreement and its Appendixes constitute an integral part
hereof.
| 2. |
Position
and Duties
|
| 2.1 |
As
of the Effective Date, Executive shall continue to be Chief Executive
Officer and Chairman of the Board of Directors of the Company. Executive
shall be subject and report to the Board of Directors.
|
| 2.2 |
Executive
shall devote all of his business time to his employment with the
Company,
except that time spent in the United States, which shall be devoted
to the
Parent Company. The Board of Directors of the Parent Company may,
from
time to time, alter such division.
|
| 2.3 |
During
Executive’s employment with the Company, he shall devote all his efforts
and skill to promote the business and affairs of the Company. Accordingly,
Executive shall not assume any additional professional obligations
unrelated to the Company, unless approved in advance by the
Company.
|
| 2.4 |
Executive
shall comply with the policy and working arrangements of the Company
and
follow the Company’s ethical code and Company policy and procedures as
shall be determined from time to time by the management of the
Company.
|
| 2.5 |
Executive
shall notify the Company immediately and without delay of any matter
which
might constitute a conflict of interests between his position in
the
Company and his personal affairs.
|
| 3. |
Salary
and Working Hours
|
|
3.1
|
In
consideration for his services, the Company shall pay Executive a
gross
annual salary of NIS equivalent to $169,600 and effective as of March
1,
2006, at an aggregate annualized rate of $183,168 (hereinafter “Company
Salary”), prorated to reflect the number of business days worked outside
of the United States as compared to the total business days worked
(the
“Adjusted
Company Salary”).
The Adjusted Company Salary shall be paid no later than the ninth
(9th)
day of each month, for the preceding month. Executive and the Company
expressly agree that the Company will pay Executive his Adjusted
Company
Salary based on a per diem rate attributable to those days during
which
Executive performs services for the Company outside of the United
States.
Executive and the Company further expressly acknowledge that Executive
will be compensated for his U.S. services (including payment of any
social
benefits required by applicable law) by Wintegra, Inc., the Parent
Company
(“US
Salary”
referred to collectively herein together with the Adjusted Company
Salary
as the “Company
Salary”).
|
|
3.2
|
It
is hereby acknowledged and agreed that Executive shall hold a senior
position in the Company, requiring a special degree of trust, and
accordingly, the provisions of the Hours of Work and Rest Law, 5711-1951
and the regulations promulgated thereunder, relating to separate
and/or
additional payments in respect of additional hours or for working
on the
weekend or on national holidays, shall not apply to this Agreement.
|
Executive
acknowledges and agrees that the Company Salary and benefits provided for in
this Agreement include a proper and just reward for the requirements of his
position and status and the obligation to work at irregular hours of the day
(as
provided hereunder). Accordingly, Executive shall not be entitled to any
additional bonus or other payment for extra hours of work, other than as
provided hereunder.
|
4.
|
Manager’s
Insurance Plan and Severance
Pay
|
|
4.1
|
The
Company contributes funds on behalf of its employees to a [Managers
Insurance Fund/state name of policy] (hereinafter the “Fund”), and
disability insurance for loss of ability to work (hereinafter the
“Disability Insurance”) as specified
below:
|
|
4.1.1
|
The
Company shall pay to Executive (a) five percent (5%) of the Company
Salary
for pension compensation, out of which the Company shall transfer
to the
Fund on behalf of Executive, that amount which is equal to the applicable
ceiling for tax credit and/or tax deduction purposes (and any excess
to
the Executive) and (b) by transfer to the Fund, eight and a third
percent
(8.33%) of the Company Salary for severance compensation. Moreover,
the
Company will contribute for the purpose of the Disability Insurance
a
maximum premium of 2.5% of the Company Salary. In addition, the Company
shall deduct from the Company Salary an aggregated amount equal to
five
percent (5%) of the Company Salary for the Fund up to that amount
which is
equal to the applicable ceiling for tax credit and/or tax deduction
purposes.
|
|
4.1.2
|
Executive
expressly agrees that the aforementioned allocations shall be in
lieu of
severance pay according to the Severance Pay Law 5723-1963 (the “Severance
Pay Law”), if Executive is entitled to Severance Pay in compliance with
the General Permit of the Minister of Labor pursuant Section 14 of
the
Severance Payment Act of 1963 (attached hereto as Appendix
A).
|
|
4.1.3
|
In
the event of termination of Executive’s employment by either Executive or
the Company, the Company shall transfer to Executive’s possession the
Fund, provided that no such transfer shall be made under the circumstances
which would entitle the Company to deprive Executive of severance
pay
under Israeli Law, including the breach of the confidentiality and
non-competition provisions of this Agreement, and/or breach of fiduciary
duties.
|
|
5.
|
Additional
Severance Compensation
|
|
5.1
|
In
addition to the amounts set forth in Section 4, upon termination
of
employment from the Company for any reason, Executive shall receive
payment of either the amounts set forth in Section 5.2 or Section
5.3
below in consideration of Executive's undertaking not to compete
with the
Company, pursuant to Section 10 of Appendix
B.
|
|
5.2
|
Involuntary
Termination.
If the Company terminates Executive’s employment with the Company for
reasons other than Cause, death or Disability, or Executive resigns
from
his employment with the Company due to a Constructive Termination,
then
Executive shall be entitled to receive:
|
| 5.2.1 |
Continuing
payments of severance pay (less applicable tax withholding) at the
Company
Salary rate multiplied by the percentage of Executive’s total business
days that were worked outside of the United States in the most recently
completed fiscal year, as then in effect, for a period of six (6)
months
from the Termination Date, payable in accordance with the Company’s normal
payroll policies;
|
| 5.2.2 |
Vesting
as of the Termination Date of such additional options as would have
vested
if Executive remained employed through the first anniversary of the
Termination Date; and
|
| 5.2.3 |
Company-paid
continuation for Executive and his eligible dependents under the
Company’s
group medical, dental and vision plans as in effect for Executive
on the
day immediately preceding the Termination Date until the earlier
of six
(6) months following the Termination Date or the date Executive (or
the
applicable dependent) becomes eligible for substantially similar
coverage
under another employer’s group medical, dental, and vision plans.
|
|
5.3
|
Change
of Control Severance.
If within twelve (12) months of a Change of Control of the Company,
the
Company terminates Executive’s employment with the Company for reasons
other than Cause, death, or Disability or Executive resigns from
his
employment with the Company, Executive will be entitled to
receive:
|
| 5.3.1 |
Continuing
payments of severance pay (less applicable tax withholding) at the
Company
Salary rate multiplied by the percentage of Executive’s total business
days that were worked outside of the United States in the most recently
completed fiscal year, as then in effect, for a period of twelve
(12)
months from the Termination Date, payable in accordance with the
Company’s
normal payroll policies;
|
| 5.3.2 |
Vesting
as of the Termination Date of all unvested options granted to Executive,
in the event that the Company terminates Executive's employment under
the
circumstances described in Section 5.3 or in the event that Executive
resigns from his employment with the Company due to a Constructive
Termination within 12 months of a Change of Control; or vesting as
of the
Termination Date of fifty percent (50%) of the unvested options granted
to
Executive, in the event that Executive resigns from his employment
as
described in Section 5.3;
|
| 5.3.3 |
Extension
of the exercise period enabling Executive to exercise his options
through
the first anniversary of the Termination Date; notwithstanding, in
no case
shall the exercise period be extended beyond the maximum term of
the
options. Additionally, the exercise period of the options may not
be
extended beyond the later to occur of (x) the fifteenth day of the
third
month after the options would have otherwise expired due to termination
of
Executive's employment, or (y) the end of the calendar year during
which
the options would have otherwise expired due to termination of Executive's
employment; and
|
| 5.3.4 |
Company-paid
continuation for Executive and his eligible dependents under the
Company’s
group medical, dental and vision plans as in effect for Executive
on the
day immediately preceding the Termination Date until the earlier
of twelve
(12) months following the Termination Date or the date Executive
becomes
eligible for substantially similar coverage under another employer’s group
medical, dental, and vision plans.
|
| 5.4 |
Definitions.
|
| 5.4.1 |
Cause.
For purposes of this Agreement, “Cause” is defined as:
|
| i. |
an
act of dishonesty made by Executive in connection with Executive's
responsibilities as an employee;
|
| ii. |
Executive's
conviction of, or plea of nolo
contendere
to, a felony;
|
| iii. |
Executive's
gross misconduct; or
|
| iv. |
Executive's
continued substantial violations of his employment duties after Executive
has received a written demand for performance from the Company which
specifically sets forth the factual basis for the Company's belief
that
Executive has not substantially performed his
duties.
|
|
5.4.2
|
Change
of Control.
For purposes of this Agreement, “Change of Control” is defined as:
|
| i. |
any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Parent Company representing fifty
percent
(50%) or more of the total voting power represented by the Parent
Company's then outstanding voting securities;
|
| ii. |
a
change in the composition of the Board of Directors of the Parent
Company
occurring within a two (2) year period, as a result of which fewer
than a
majority of the directors are Incumbent Directors. “Incumbent Directors”
will mean directors who either (A) are directors of the Parent
Company as of the date of the consummation of the Parent Company's
public
offering, or (B) are elected, or nominated for election, to the Board
of Directors of the Parent Company with the affirmative votes of
at least
a majority of the Incumbent Directors at the time of such election
or
nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest
relating to the election of directors to the Parent Company);
|
| iii. |
the
date of the consummation of a merger or consolidation of the Parent
Company with any other corporation that has been approved by the
stockholders of the Parent Company, other than a merger or consolidation
which would result in the voting securities of the Parent Company
outstanding immediately prior thereto continuing to represent (either
by
remaining outstanding or by being converted into voting securities
of the
surviving entity) more than fifty percent (50%) of the total voting
power
represented by the voting securities of the Parent Company, or such
surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Parent Company approve
a plan of
complete liquidation of the Parent Company; or
|
| iv. |
the
date of the consummation of the sale or disposition by the Parent
Company
of all or substantially all the Parent Company's
assets.
|
|
5.4.3
|
Constructive
Termination.
“Constructive Termination” means Executive’s resignation from his
employment within ninety (90) days, plus any applicable thirty (30)
day
cure period, following the occurrence of any of the following without
Executive’s consent:
|
| i. |
a
significant reduction of Executive’s duties, position or responsibilities
relative to Executive’s duties, position or responsibilities in effect
immediately prior to such reduction; provided, however, that a reduction
in duties, position or responsibilities solely by virtue of the Parent
Company being acquired and made part of a larger entity will not
constitute a “Constructive Termination”; or
|
| ii. |
a
reduction of more than ten percent (10%) by the Company of Executive’s
Company Salary as in effect either on the Effective Date or immediately
prior to such reduction (other than as part of an overall reduction
applicable to similarly situated senior executives of the Company,
Parent
Company or its successor).
|
In
each
case, prior to Executive being permitted to resign from his employment due
to a
“Constructive Termination”, the Company will have thirty (30) days to cure any
such alleged breach, assignment, reduction or requirement, after Executive
provides the Company written
notice of the actions or omissions constituting such breach, assignment,
reduction or requirement.
| 5.4.4 |
Disability.
“Disability” means that Executive is determined by the Company to be
disabled under the provisions of the Disability Insurance, and Executive
has received long-term disability benefits for a period of at least
three
(3) months under such plan.
|
| 5.4.5 |
Termination
Date.
Subject to the requirements of Section 9, “Termination Date” means the
effective date of any notice of termination delivered by one Party
to the
other hereunder.
|
| 5.5 |
Conditions
to Receive Severance Package.
The severance payments described in Section 5 will be provided to
Executive only if Executive executes and delivers to the Company, and
does not revoke, a general release of claims in a form acceptable
to the
Company.
|
|
6.
|
Advanced
Study Fund
|
|
6.1
|
The
Company shall pay to Executive an amount equal to 7.5% of the Company
Salary for purposes of advanced study (the “Study Fund”). From the Study
Fund, the Company shall make monthly contributions on behalf of Executive
to a recognized advanced study fund (“Keren
Hishtalmut”),
provided that said contribution does not exceed the applicable ceiling
for
tax credit and/or tax deduction purposes, in which case said contribution
shall be up to the applicable ceiling and any excess amounts remaining
as
the Study Fund shall be paid to Executive. In addition, the Company
shall
deduct 2.5% from the Company Salary, up to the applicable ceiling
for tax
credit and/or tax deduction purposes, also to be paid to the Keren
Hishtalmut.
|
|
6.2
|
Executive
shall be responsible for any tax imposed in connection with contributions
to the Fund and/or Study Fund, including any of the Company’s
contributions.
|
| 7. |
Vacation
|
|
7.1
|
Executive
shall be entitled to paid vacation in accordance with Company policy.
|
|
7.2
|
Vacation
shall be taken in accordance with Company policy and subject to
Executive’s superior's approval.
|
|
7.3
|
Executive
will make every reasonable effort to exercise his annual Vacation.
However, if he is unable to exercise all the Vacation days, he shall
be
entitled to accumulate the unexercised balance of the Vacation days,
up to
a maximum amount of double the number of annual Vacation days available
as
provided in subsection 7.1. above (the “Maximum Amount”), provided
that Executive will take at least seven consecutive annual working
days
vacation each year. Any accumulation of Vacation days in excess of
the
Maximum Amount requires the approval of the
Company.
|
| 8. |
Other
Payments
|
|
8.1
|
Sick
Leave: Executive shall be entitled to sick leave (“▇▇▇▇▇ ▇▇▇▇▇▇”)
as provided by the Sickness Pay Law,
5736-1976.
|
|
8.2
|
Recreation
Pay: Executive shall be entitled to annual recreation pay (“Dmey
Havra-ah”)
in an amount to be determined in accordance with the
law.
|
| 8.3 |
Military
Reserve Duty: In the event that Executive will be called to military
reserve duty (including a “one-day” military reserve duty), the Company
shall pay him the full Company Salary for the period in which he
was
called to military reserve duty, for a maximum period of two months,
provided that Executive supplies the Company with an appropriate
certificate in order to receive the amounts due from the National
Insurance Institute.
|
|
8.4
|
Expenses
Reimbursement: Executive shall be entitled to reimbursement for all
actual
expenses arising out of travel, lodging and meals whether in Israel
or
abroad, provided that he provides proper documentation and that such
business expenses have been approved in advance by the
Company.
|
| 8.5 |
Vehicle:
|
| 8.5.1 |
The
Company shall provide Executive with the use of a motor vehicle in
a class
and model approved by the Compensation Committee (the “Car”). The Car
shall belong to or be leased by the Company and shall be registered
in the
Company’s name for use by the Executive during the period of his
employment with the Company.
|
| 8.5.2. |
The
Company shall bear all the fixed and variable costs of the Car, including
licenses, insurance, gasoline, regular maintenance and repairs. The
Executive shall bear the costs of any tickets, traffic offense or
fines of
any kind. The Company shall bear all the tax consequences of the
Executive
in relation to the allocation of the Car.
|
| 8.5.3. |
Any
expenses, payments or other benefits that are made in connection
with the
Car shall not be regarded as part of the Company Salary, for any
purpose
or matter, and no social benefits or other payments shall be paid
on its
account.
|
|
8.6
|
Mobile
Phone: The
Company shall provide Executive a portable cellular phone for work-related
purposes and shall bear the expenses thereof, in accordance with
Company
policy.
|
| 9. |
Term
and Termination
|
|
9.1
|
Executive’s
employment by the Company under the terms of this Agreement shall
commence
on the date specified in the opening paragraph of this Agreement,
and
shall continue in full force and effect until terminated pursuant
to the
terms hereof.
|
|
9.2
|
Executive's
employment may be terminated by either party, at any time and for
any
reason, pursuant to the delivery of ninety (90) days’ prior written notice
by the terminating party (hereinafter the “Notice Period”).
|
| 9.3 |
During
the Notice Period, Executive shall continue to render services
to the
Company until the termination of the Notice Period, and cooperate
with the
Company in assisting the integration of the person who will assume
his
responsibilities. Notwithstanding the aforementioned, the Company
shall
have the right not to take advantage of the full Notice Period
and may
terminate Executive‘s employment at any time during the Notice Period. In
the event of such termination, the Company shall pay Executive’s full
Company Salary and Executive shall be entitled to use of the Car
and Phone
for the remainder of the Notice
Period.
|
|
9.4
|
To
avoid any doubt, it is hereby expressed that the Company reserves
the
right not to take advantage of the Notice Period, in both the event
the
notice of termination of employment was delivered by the Company,
or in
the event that it was delivered by Executive, and such an event shall
not
constitute a dismissal of employment by the Company.
|
|
9.5
|
Notwithstanding
the foregoing, the Company may terminate the employment without the
delivery of a prior written notice, in the event of termination under
the
circumstances which deprive an employee of severance payment according
to
Israeli Law, including the breach of the confidentiality and
non-competition provisions of this Agreement and/or breach of fiduciary
duties.
|
|
9.6
|
In
the event that Executive terminates his employment with the Company,
for
any reason, without the delivery of a prior written notice, the Company
shall be entitled to deduct from any debt which it owes Executive
an
amount equal to the Company Salary that would have been due to his
account
for the Notice Period during which he should have worked pursuant
hereto.
|
| 10. |
The
Exclusivity of the
Agreement
|
|
10.1
|
This
Agreement is personal and the terms and conditions of the employment
shall
be solely as set forth herein.
|
|
10.2
|
This
Agreement is personal and shall not invoke the provisions of any
collective bargaining agreement (“Heskem
Kibutsi”),
collective arrangement (“Hesder
Kibutsi”),
extension orders (“Tzavei
Har’hava”)
or any other custom, except and only to the extent so mandated by
law.
|
|
10.3
|
This
Agreement is the entire agreement between the parties with respect
to the
subject matter hereof, together with the agreement entitled “Wintegra,
Inc. - Jacob (Kobi) Ben Zvi Employment Agreement” and supersedes all prior
understandings, agreements and discussions between the parties, oral
or
written.
|
| 11. |
No
Impediment
|
Executive
warrants, confirms, and undertakes that he is entitled to enter into this
Agreement and to assume all the obligations pursuant hereto, that there is
no
contractual or other impediment on his entering into this Agreement and to
his
engagement by the Company, and that in entering into this Agreement he is not
in
breach of any other agreement or obligation to which he is or had been a
party.
|
12.
|
Confidentiality
and Intellectual Property Assignment
|
| 12.1 |
As
a condition precedent to the entering into effect of this Agreement,
Executive shall execute the Confidentiality, Non-competition and
Proprietary Information Assignment undertaking attached hereto as
Appendix
B.
|
| 12.2 |
Executive
agrees that the terms and conditions of this Agreement shall remain
confidential at all times, and shall not be disclosed to any other
person,
including other employees of the Company.
|
| 13. |
Miscellaneous
|
|
13.1
|
Executive
shall bear all tax payments deriving from the rights and benefits
granted
under this Agreement. It is hereby expressed that all the amounts
specified in this Agreement are gross, and statutory tax and all
the other
compulsory payments, including health insurance contributions and
national
insurance contributions, shall be deducted from them and from all
the
rights and benefits received by Executive pursuant hereto. Executive
shall
be responsible for any tax imposed in connection with contributions
to the
Fund and/or Study Fund, including any of the Company’s contributions.
|
|
13.2
|
The
Company’s failure or delay in enforcing any of the provisions of this
Agreement shall not in any way be construed as a waiver of any such
provisions, or prevent the Company thereafter from enforcing each
and
every other provision of this Agreement which were previously not
enforced.
|
|
13.3
|
Any
modification or amendment to the provisions of this Agreement and
the
appendixes hereto shall be valid only if effected in writing and
signed by
both parties hereto.
|
| 13.4 |
This
Agreement may be assigned by the Company to any third party, at its
sole
discretion. Executive may not assign or delegate his rights and
obligations under this Agreement to any other party without the Company’s
prior written approval.
|
|
13.5
|
In
the event that any provision of this Agreement shall be deemed unlawful
or
otherwise unenforceable, such provision shall be severed from this
Agreement and all other provisions of the Agreement shall continue
in full
force and effect.
|
| 13.6 |
This
Agreement shall be governed by the laws of the State of Israel, and
the
competent courts in the district of Tel Aviv shall have exclusive
jurisdiction over any dispute arising between the parties with respect
of
this Agreement.
|
|
13.7
|
The
division into clauses and the headings thereto are designated for
convenience purposes and shall not be used in the interpretation
hereof.
All appendices attached hereto comprise an integral part
hereof.
|
IN
WITNESS WHEREOF,
the
parties have duly executed this Employment Agreement on the day and year set
forth above.
|
COMPANY:
Wintegra
Ltd.
|
|
By:
|
/s/ |
Date:
|
|
||
|
Title:
|
CFO | ||||
|
EXECUTIVE:
|
|
|
||
| /s/ Jacob (Kobi) Ben Zvi | Date: | |||
|
Jacob
(Kobi) Ben Zvi
|
APPENDIX
A
Translation
from the Hebrew
GENERAL
APPROVAL REGARDING PAYMENTS BY EMPLOYERSTO A
PENSION
FUND AND INSURANCE FUND IN LIEU OF SEVERANCE
PAYUNDER
THE SEVERANCE PAY LAW, 5723-1963
By
virtue
of my power under Section 14 of the Severance Pay Law, 5723-1963 (hereinafter:
the “Law”),
I
certify that payments made by an employer commencing from the date of the
publication of this approval for the sake of his employee to a comprehensive
pension provident fund that is not an insurance fund within the meaning set
forth in the Income Tax Regulations (Rules for the Approval and Conduct of
Provident Funds), 5724-1964 (hereinafter: the “Pension
Fund”)
or to
managers’ insurance which includes the possibility to receive annuity payments
under an insurance fund as aforesaid, (hereinafter: the “Insurance
Fund”),
including payments made by the employer by a combination of payments to a
Pension Fund and an Insurance Fund (hereinafter: “Employer’s
Payments”),
shall
be made in lieu of severance pay due to said employee with respect to the salary
from which 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 –
|
|
(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 the sake of his employee,
in
addition thereto, payments to supplement severance pay to a severance
pay
provident fund or to an Insurance Fund in the employee's name, in
the
amount of 2 1/3 % of the Exempt Salary. In the event that the employer
has
not paid the above mentioned 2 1/3% in addition to said 12%, his
payments
shall come in lieu of only 72% of the employee’s severance
pay;
|
|
(b)
|
to
the Insurance Fund are not less than one of the
following:
|
|
(i)
|
13
1/3% of the Exempt Salary, provided that, in addition thereto, the
employer pays, for the sake of his employee, 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 equivalent to the lower of either an amount
required
to secure at least 75% of the Exempt Salary or in an amount of 2
1/2% of
the Exempt Salary (hereinafter: “Disability
Insurance Payment”);
|
|
(ii)
|
11%
of the Exempt Salary, if the employer paid, in addition, the Disability
Insurance Payment; and in such case, the Employer’s Payments shall come in
lieu of only 72% of the employee’s severance pay. In the event that the
employer has made payments in the employee’s name, in addition to the
foregoing payments, to a severance pay provident fund or to an Insurance
Fund in the employee’s name, to supplement severance pay in an amount of 2
1/3% of the Exempt Salary, the Employer’s Payments shall come in lieu of
100% of the employee’s severance
pay.
|
|
(2)
|
No
later than three months from the commencement of the Employer’s Payment, a
written agreement was executed between the employer and the employee,
which includes:
|
|
(a)
|
the
employee’s consent to an arrangement pursuant to this approval, in an
agreement specifying the Employer’s Payments, the Pension Fund and the
Insurance Fund, as the case may be; said agreement shall also incorporate
the text of this approval;
|
|
(b)
|
an
advance waiver by the employer of any right which he may have to
a refund
of monies from his payments, except in cases in which the employee’s right
to severance pay was denied by a final judgment pursuant to Section
17 of
the Law, and in such a case or in cases in which the employee withdrew
monies from the Pension Fund or Insurance Fund, other than by reason
of an
entitling event; for these purposes an “Entitling Event” means death,
disability or retirement at or after the age of 60.
|
|
(3)
|
This
approval shall not derogate from the employee’s right to severance pay
pursuant to any law, collective agreement, extension order or employment
agreement with respect to compensation in excess of the Exempt
Salary.
|
15th
Sivan 5758 (June 9th,
1998).
-2-
APPENDIX
B
Confidentiality,
Non-competition and Proprietary Information Agreement
My
obligations under this Confidentiality and Intellectual Property Assignment
Agreement (hereafter “Agreement”) are towards (i) Wintegra Ltd. (the “Company”)
(ii) its present and future parent companies, subsidiaries and affiliates and
successors. All of the aforementioned entities shall be referred to collectively
as the “Company’s Entities”. As a condition of my employment with Wintegra Ltd.
corporation, its parents, subsidiaries, affiliates, successors or assigns
(collectively, the “Company”) and in consideration of my receipt of confidential
information upon execution of this Agreement and my receipt of the compensation
now and hereafter paid to me by Company, I agree to the following terms and
conditions of this Confidentiality, Non-competition and Proprietary Information
Agreement (the “Agreement”) which shall be effective as of the date set forth in
the signature block (“Effective Date”)
| 1. |
Confidentiality
|
I
will
regard and retain as confidential and will not divulge to any third party,
or
use for any unauthorized purposes either during or after the term of my service
with the Company, any Confidential Information, as defined below, that I have
acquired during my service or in connection with my service or contacts with
the
Company’s Entities, except as necessary in the ordinary course of performing my
authorized duties on behalf of the Company’s Entities.
| 2. |
Confidential
Information
|
“Confidential
Information” shall include, but will not be limited to, information regarding
research and development related to actual or anticipated products, inventions,
whether patentable or non-patentable, hardware, software or other products,
methods of manufacture, trade secrets, business plans, customer lists, finances,
and any other data or information related to the business or affairs of any
of
the Company's Entities. Confidential Information will include information in
written, oral or any other format.
Immediately
upon execution of this Agreement, the Company agrees to provide me with certain
Confidential Information regarding the Company, regardless of whether or not
I
am employed by the Company at such time (“Initial Disclosure”). Following the
Initial Disclosure of Confidential Information, the Company may make available
to me additional Confidential Information that will enable me to optimize the
performance of my duties to the Company. Except for the Initial Disclosure,
I
agree that the Company will have no obligation to make available to me any
of
its Confidential Information after the termination of my employment
| 3. |
Return
of Confidential Information
|
All
materials including, but not limited to, documents, notes, memoranda, records,
diagrams, blueprints, bulletins, formulas, reports, computer programs,
databases, and any other material of any kind and in any form that contains
Confidential Information, coming into my possession or prepared by me in
connection with my service, are the exclusive property of the Company’s Entities
(hereinafter the “Documents”). I agree to return to the Company’s Entities all
such Documents upon termination of my employment, unless I acquire the Company’s
specific written consent to release any such Document.
-3-
| 4. |
Ownership
Rights
|
Without
additional compensation and consideration, I hereby assign and will in the
future irrevocably assign to the Company, and acknowledge and will in the future
acknowledge the Company’s exclusive right (including any ‘moral’ right),
domestic and foreign, to any and all intellectual property, including, without
limitations, all inventions, mask works, discoveries, and works of authorship,
whether capable of being patented or copyrighted or not, which I may conceive,
make, develop, author, or work on, in whole or in part, independently, or
jointly with others, during the term of my employment with the Company, which
are either (i) related to the Company’s Entities’ business; (ii) related to the
Company’s Entities’ research and development; (iii) developed in whole or in
part on the Company’s time or with the use of any Company’s equipment, supplies,
facilities, or trade secret; or (iv) result directly or indirectly from any
work
I performed for the Company (hereinafter the “Company’s Entities’ Intellectual
Property”). To the extent allowed by applicable law, I agree to waive any moral
rights I may have in the Company’s Entities’ Intellectual Property.
| 5. |
Disclosure
and Record of
Inventions
|
I
will
promptly disclose and describe to the Company all of the inventions contained
within the Company’s Entities’ Intellectual Property (hereinafter the
“Inventions”). I agree to keep and maintain adequate and current written records
of all Inventions during the term of my employment with the Company’s Entities.
The records will be in the form of notes, sketches, drawings and any other
format that may be specified by the Company’s Entities. The records will be
available to and remain the Company’s Entities’ sole property at all
times.
| 6. |
Employee
Assistance
|
I
will,
at the Company’s Entities’ expense, assist in preparation and registration of
patents and any other intellectual property right in favor of the Company’s
Entities, in any jurisdiction deemed appropriate by the Company’s Entities. Such
assistance shall include, without limitation, the preparation of documents,
drawings and other data and execution of assignments, applications and other
forms. I agree to perform this obligation during and after my service with
the
Company’s Entities. In order to give full effect to this section I hereby
irrevocably appoint the Company’s Entities (and their representatives) as my
attorneys in fact, authorized in my name and on my behalf to execute all such
documents.
| 7. |
No
Conflicting
Obligations
|
I
will
not disclose to the Company’s Entities any proprietary or confidential
information belonging to any third party, including any prior or current
employer or contractor, unless I have first received the written approval of
that third party and present it to the Company’s Entities. I undertake not to
perform any activity related to my employment with the Company’s Entities on the
premises of any third party, or while using any equipment or materials that
belong to any such third party, unless instructed to do so by the Company’s
Entities.
-4-
| 8. |
Third
Party Information
|
I
recognize that the Company’s Entities have received and will in the future
receive from third parties such third parties’ confidential or proprietary
information, subject to a duty on the Company’s Entities’ part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information
in
the strictest confidence and not to disclose it to any person or entity or
to
use it except as necessary in carrying out my services for the Company’s
Entities, consistent with the Company’s Entities’ agreement with such third
party.
| 9. |
Non-Solicitation
|
I
agree
that for a period of one (1) year immediately following the termination of
my
relationship with the Company’s Entities for any reason, whether with or without
cause, at the option either of the Company’s Entities or myself, with or without
notice, I will not, either directly or indirectly, solicit, induce, recruit
or
encourage any of the Company’s Entities’ employees to leave their employment, or
hire or take away such employees, or attempt to solicit, induce, recruit,
encourage, hire or take away employees of the Company’s Entities, either for
myself or for any other person or entity.
| 10. |
Covenant
Not to Compete.
|
I
agree
that during the course of my employment and for a period of one (1) year
immediately following the termination of my relationship with the Company for
any reason, whether with or without cause, at the option either of the Company
or myself, with or without notice, I will not, either directly or indirectly,
(i) serve as an advisor, agent, consultant, director, employee, officer,
partner, proprietor or otherwise of, (ii) have any ownership interest in (except
for passive ownership of one percent (1%) or less of any entity whose securities
have been registered under the Securities Act of 1933, as amended, or
Section 12 of the Securities Exchange Act of 1934, as amended) or (iii)
participate in the organization, financing, operation, management or control
of,
any business in competition with the Company’s Entities business as conducted by
the Company during the course of my employment with the Company. The foregoing
covenant shall cover my activities in every part of the Territory. “Territory”
shall mean (i) all counties in the State of Texas, (ii) all other states of
the
United States of America and (iii) all other countries of the world; provided
that, with respect to clauses (ii) and (iii), the Company’s Entities maintain
non-trivial operations, facilities, or customers in such geographic area prior
to the date of the termination of my relationship with the Company.
-5-
I
acknowledge that my fulfillment of the obligations contained in this Agreement,
including, but not limited to, my obligation neither to use, except for the
benefit of the Company’s Entities, or to disclose the Confidential Information
of the Company’s Entities and my obligation not to compete contained in the
preceding paragraph is necessary to protect the Company’s Entities’ Confidential
Information and to preserve the Company’s Entities value and goodwill. I further
acknowledge the time, geographic and scope limitations of my obligations under
the paragraph above are reasonable, especially in light of the Company’s
Entities desire to protect its Confidential Information, and that I will not
be
precluded from gainful employment if I am obligated not to compete with the
Company Entities during the period and within the Territory as described
above.
The
covenants contained in the first paragraph of this Section 10 shall be construed
as a series of separate covenants, one for each city, county and state of any
geographic area in the Territory. Except for geographic coverage, each such
separate covenant shall be deemed identical in terms to the covenant contained
in the first paragraph of this Section 10. If, in any judicial proceeding,
a
court refuses to enforce any of such separate covenants (or any part thereof),
then such unenforceable covenant (or such part) shall be eliminated from this
Agreement to the extent necessary to permit the remaining separate covenants
(or
portions thereof) to be enforced. In the event the provisions of the first
paragraph of this Section 10 are deemed to exceed the time, geographic or scope
limitations permitted by applicable law, then such provisions shall be reformed
to the maximum time, geographic or scope limitations, as the case may be, then
permitted by such law.
| 11. |
Interference
|
I
agree
that during the course of my employment and for a period of one (1) year
immediately following the termination of my relationship with the Company’s
Entities for any reason, whether with or without cause, at the option either
of
the Company’s Entities or myself, with or without notice, I will not, either
directly or indirectly, interfere with the Company’s Entities’ customer
relationships.
| 12. |
Breach
of Obligation
|
I
am
aware that a breach of any of the obligations under this Agreement will cause
the Company’s Entities’ serious and irreparable harm, to which no monetary
compensation can be an appropriate remedy. Therefore, I agree that if such
a
breach occurs, the Company’s Entities shall be entitled, without prejudice, to
take all legal means necessary, including any injunctive relief, to restrain
any
continuation or further breach of this Agreement, without any objection from
me
and without the necessity of posting bond.
|
13.
|
Assignment
|
This
Agreement may be assigned by the Company. I may not assign or delegate my
obligations under this Agreement without the Company's prior written approval.
Any purported assignment in violation of this section shall be null and
void.
-6-
|
14.
|
Survival
|
My
obligations under this Agreement, except those set out in Sections 9 and 10
(which shall be enforceable on the terms described) shall remain in full force
after termination, for any reason, of my employment with the
Company.
|
15.
|
Condition
to Employment
|
|
I
acknowledge that execution of this Agreement is a condition to the
Company's Entities’
engagement with me and the disclosure of the Initial
Disclosure.
|
|
|
|
_____________________
|
_____________________
|
__________________
|
|
Name
of Employee
|
Signature
|
Date
|
-7-