EXHIBIT 10.1 Employment letter dated October 20, 2002 between Raffi Kesten and NDS Technologies Israel Limited [letterhead of the NDS Technologies Israel Limited]Employment Agreement • April 10th, 2006 • NDS Group PLC • Electronic computers
EXHIBIT 4.4Executive Agreement • October 22nd, 2004 • NDS Group PLC • Electronic computers
FORM OF NEW MASTER INTERCOMPANY AGREEMENT NEWS CORPORATION and NDS FINANCE LIMITED Allen & Overy LLPMaster Intercompany Agreement • September 3rd, 2008 • NDS Group PLC • Electronic computers
Dated 14 August 2008 NUCLOBEL LUX 1 S.ÀR.L -and- NUCLOBEL LUX 2 S.ÀR.L -and- NDS GROUP PLC -and- NDS FINANCE LIMITED -and- NEWS CORPORATION -and- NDS HOLDCO INC.Implementation Agreement • November 4th, 2008 • NDS Group PLC • Electronic computers
dated August 2008 for NDS FINANCE LIMITED as the Company arranged by J.P. MORGAN PLC and MORGAN STANLEY BANK INTERNATIONAL LIMITED as Arrangers with J.P. MORGAN EUROPE LIMITED acting as Facility Agent and J.P. MORGAN EUROPE LIMITED acting as Security...Mezzanine Facility Agreement • August 20th, 2008 • NDS Group PLC • Electronic computers • England
FORM OF STOCKHOLDERS AGREEMENT By and Among NUCLOBEL LUX 1 S.ÀR.L., NUCLOBEL LUX 2 S.ÀR.L., NEWS CORPORATION, NDS HOLDCO INC., NDS GROUP LIMITED, THE MANAGEMENT STOCKHOLDERS and THE OTHER STOCKHOLDERS LISTED HEREINStockholders Agreement • September 3rd, 2008 • NDS Group PLC • Electronic computers • New York
STOCKHOLDERS AGREEMENT dated as of [—], 2008 (the “Agreement”), by and among Nuclobel Lux 1 S.àr.l. (“Investor 1”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg, Nuclobel Lux 2 S.àr.l. (“Investor 2”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg (each an “Investor” and together the “Investors” or the “Original Investors” and together with their Permitted Transferees (as defined herein), being referred to collectively as the “Investor Group”), News Corporation, a Delaware corporation (“News Corporation”), NDS Holdco Inc. (“NDS Holdco,” and together with News Corporation and their Permitted Transferees, the “News Group”), NDS Group Limited, a company organized under the laws of England and Wales (the “Company” and together with its subsidiaries, the “Group”) and the persons listed in the Schedule of Management Stockholders attached hereto (such persons, together with any employees of the Group who becom
EXHIBIT 4.5Employment Agreement • October 22nd, 2004 • NDS Group PLC • Electronic computers
CONTENTSSenior Facilities Agreement • August 20th, 2008 • NDS Group PLC • Electronic computers • England
if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
NDS GROUP PLC FORM OF PERFORMANCE-BASED CONDITIONAL AWARD AGREEMENTPerformance-Based Conditional Award Agreement • May 4th, 2007 • NDS Group PLC • Electronic computers
EXHIBIT 10.2 Letter Agreement dated June 22, 2004 between Raffi Kesten and NDS Group plc [Letterhead of NDS Group plc] Raffi Kesten Senior Vice President and General Manager NDS Israel Operations 22 June 2004 Dear Raffi I am pleased to confirm the...Employment Agreement • April 10th, 2006 • NDS Group PLC • Electronic computers
NDS GROUP PLC FORM OF FIXED CONDITIONAL AWARD AGREEMENTFixed Conditional Award Agreement • May 4th, 2007 • NDS Group PLC • Electronic computers • England
