Second Amendment to Amended and Restated Personal Employment Agreement
Second
Amendment to Amended and Restated Personal Employment
Agreement
This
Second Amendment ("Second Amendment:")
to
the Amended and Restated Personal Employment Agreement dated as of June 5,
2007,
as amended, ("Agreement")
is
entered into on January 30, 2008 by and between IXI
Mobile (R&D) Ltd.,
a
company organized under the laws of the State of Israel, having its principal
office at 17 Ha’Tidhar Str. Raanana (the "Company")
and
Xxxx Xxxxx, 0 Xxxxx Xx. Xxxxx - Xxxxxxxx, 00000 (“You”
or
the
"Employee").
WHEREAS the
Company and Employee have entered into the Agreement; and
WHEREAS the
parties desire to further amend the Agreement.
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. Amendment
to Section 6.1 of the Agreement
The
following shall be added as an additional paragraph to Section 6.1:
“Notwithstanding
the above, in the event of: (i) a merger of IXI with another entity (in which
IXI shall not be the surviving entity), or an acquisition of more than 50%
of
the shares of IXI, or of all or substantially all of its assets, by an unrelated
third party, followed by (ii) a termination of your employment by IXI, or
the
surviving entity, as the case may be, other than termination for cause, then,
in
such case, all remaining unvested shares which are subject to the option
shall
vest immediately, upon such termination.”
2.
There
shall be no other changes to the Agreement.
IN
WITNESS WHEREOF,
the
parties have executed this Second Amendment as of the date first above
written.
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/s/
Xxxx Xxxxx
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/s/
Xxxx Xxxxx
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||
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IXI
Mobile (R&D) Ltd.
By:
Xxxx Xxxxx
Title:
CFO
|
Employee
Name:
Xxxx Xxxxx
|
IXI
Mobile, Inc. hereby undertakes to fulfill its obligations under Section 6
of
this Amendment to Amended and Restated Personal Employment
Agreement.
|
/s/
Xxxx Xxxxxx
|
|
|
By:
Xxxx Xxxxxx
|
|
|
Title:
CEO
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