AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO
This
Amendment to Employment Agreement (the “Amendment”)
is made
and entered into as of March 27 2006 (“Effective Date”) by and among
Wintegra, Ltd. a company Incorporated under the laws of the State of Israel,
with its principal offices at Ra'anana, Israel (the “Company”),
and
Xxxxxxx
Xxxxxx,
residing at Ra'anana (the “Executive”).
WHEREAS,
the Company and the Executive previously executed an Employment Agreement dated
February, 2000 which was amended in April 2005 (the "Employment
Agreement")
WHEREAS,
the Company and the Executive desire to amend certain of the terms of the
employment of Executive
NOW,
THEREFORE, in consideration of the promises and the mutual covenants, terms
and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt of which is hereby specifically acknowledged, the parties hereto
agree as follows:
1.
Prior
Notice.
The
parties wish to amend Section 3.1(a) of the Employment Agreement in its entirety
as follows:
"Section
3.1 The Agreement and the Executive's employment may be terminated as hereafter
provided:
(a) Each
party is entitled to terminate this Agreement at any time, at the option of
either party, upon 90 days' prior written notice ("Prior
Notice")."
2. Severance
Without
derogation of Section 1 and the severance payments due to Executive under
applicable law, upon termination of employment from the Company for any reason,
Executive shall receive payment of the amounts set forth below in consideration
of Executive's undertaking not to compete with the Company.
|
2.1
|
Change
of Control Severance.
If within twelve (12) months of a Change of Control of Wintegra Inc.
(the
"Parent
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 due to a Constructive Termination, Executive
will be entitled to receive:
|
| (a) |
Continuing
payments of severance pay (less applicable tax withholding) of Salary
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;
|
| (b) |
Vesting
as of the Termination Date of fifty percent (50%) of all unvested
options
granted to Executive; and
|
| (c) |
Extension
of the exercise period enabling Executive to exercise his options
through
the first anniversary of the Termination
Date.
|
3. Definitions.
| (a) |
Cause.
For purposes of this Amendment, “Cause” is defined as:
|
| i. |
an
act of dishonesty made by Executive in connection with Executive's
responsibilities as an Executive;
|
| 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.
|
| (b) |
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.
|
| (c) |
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
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 or its successor).
|
| (d) |
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.
|
| (e) |
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.
|
| (f) |
Termination
Date.
Subject to the requirements of Section 1 of this Amendment, “Termination
Date” means the effective date of any notice of termination of employment
delivered by one party to the
other.
|
4 Conditions
to Receive Severance Package.
The
severance payments described in this Amendment 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.
5. Employment
Agreement.
The
rights described in this Amendment are in addition to any rights granted to
Executive in the Employment Agreement. All terms and conditions of the
Employment Agreement that are not specifically amended by this Amendment shall
remain in full force and effect.
IN
WITNESS WHEREOF, the Company and the Executive have executed this Amendment,
as
of the day and year first above written.
|
/s/
Xxxx Xxx-Xxx
|
/s/
Xxxxxxx Xxxxxx
|
|
|
WINTEGRA
LTD.
|
XXXXXXX
XXXXXX
|
|
|
By:
Xxxx Xxx-Xxx
|
This
Employment Agreement (the "Agreement") is made and entered into as of March
1,
2000 by and among Wintegra Ltd., a private company incorporated under the
laws
of the State of Israel, with its principal offices at Ra'anana, Israel
(the "Company"), and Xxxxxxx Xxxxxx, residing at Kadima, Israel
(the "Executive").
WHEREAS,
the
Company desires to employ and secure for itself the services of the Executive
upon the terms and subject to the conditions specified herein, and
WHEREAS,
the
Executive desires to accept employment with the Company upon the terms and
subject to the conditions specified herein, and
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants, terms and conditions
hereinafter set forth, and for other good and valuable consideration, the
receipt of which is hereby specifically acknowledged, the parties hereto
agree
as follows:
1. EMPLOYMENT.
The
Company hereby employs the Executive in the capacity of Vice President ("VP")
of
the Company upon the terms and subject to the conditions set forth below.
The
Executive hereby accepts employment with the Company upon the terms and subject
to the conditions set forth below. This agreement is personal and shall not
invoke the provisions of any collective bargaining agreement or arrangement
or
extension orders, whether presently existing or shall exist in the future,
except and only to the extent so mandated by law.
2. DUTIES.
(a) The
Executive agrees to devote his full business time, attention, best efforts
and
ability to the affairs of the Company. He shall report to the Chief Executive
of
the Company and shall be subject to the direction and control of the Board
of
Directors. The Executive shall have primary responsibility for operating
and
managing the Advanced technology activities of the Company and such other
duties
as may be assigned to the Executive from time to time by the Chief Executive
of
the Company or the Board of Directors.
(b) The
Executive acknowledges that his capacity as VP is a fiduciary position and
requires a special degree of trust, his duties and responsibilities may entail
irregular work hours and extensive traveling, for which he is adequately
rewarded by the compensations provided for in this Agreement, and that
accordingly the provisions of the Work Hours and Rest Law, 1951 will not
apply
to his employment with the Company.
(c) When
the
Executive performs services for the Company, the Executive shall be, at all
times, an employee of the Company. While performing services for the Company,
the Executive shall not engage in any activities that, in the Company's opinion,
may interfere or conflict with the proper discharge of his duties.
(d) The
Executive shall not be entitled to engage in any other business activity,
unless
the Board of Directors has approved in advance such engagement.
3. TERM AND
TERMINATION.
The
term of this Agreement shall be effective as of March 1, 2000 ("Effective
Date") and shall continue in full force and effect until terminated pursuant
to
the terms hereof.
3.1 The
Agreement and the Executive's employment may be terminated as hereafter
provide:
(a) at
any
time at the option of either party upon sixty (60) days prior written notice
("Prior Notice'');
(b) in
the
event of the inability of the Executive to perform his duties hereunder,
whether
by reason of injury (mental or physical), illness or otherwise, incapacitating
the Executive for a continuous period exceeding 60 days or non-consecutive
-60
days in any six month period
(c) for
cause. For purposes of this Agreement, an event or occurrence constituting
"cause" includes but is not limited to:
(i) The
Executive's omission or refusal to perform any of his duties or to perform
specific directives of the President or the Board of Directors as designate
from
time to time to direct the Executive in the execution of his duties and
responsibilities hereunder;
(ii) Dishonesty
of the Executive affecting the Company as decided by the Company in its sole
and
absolute discretion;
(iii) a
serious
breach of trust including theft, embezzlement, self-dealing, prohibited
disclosure to unauthorized persons or entities of confidential or proprietary
information of or relating to the Company, all in the sole and absolute
discretion of the Company.
(iv) The
Executive's conviction of a felony or of any crime involving moral turpitude,
fraud or misrepresentation. The conviction may or may not relate to the
Company;
(iv) Any
gross
negligence or bad-faith conduct of the Executive resulting in material loss
to
the Company or any of its affiliated companies or material damage to the
reputation of the Company or any of its subsidiaries; and
(v) Any
material breach of this Agreement.
-2-
3.2 In
the
event of a termination of this Agreement according to section 31(a)
pursuant to a Prior Notice the Executive shall continue to render services
to
the Company during the Prior Notice period, Nevertheless, the Company shall
have
the right not to take advantage of the full Prior Notice period and may
terminate the employment at any time during the Prior Notice period. In
the
event of such termination, the Company shall pay the Executive his salary
and
benefits through the remainder of the Prior Notice period.
For
the
avoidance of any doubt, it is hereby expressed that the Company reserves
the
right not to take advantage of the full Prior Notice period in both the event
the notice of termination of employment was delivered by it or in the event
that
it was delivered by the Executive, and such a case shall not constitute a
dismissal of employment by the Company.
3.3 Notwithstanding
the foregoing, the Company may terminate the employment without a prior written
notice, or paying salary for the Prior Notice period in the event of termination
under the circumstances specified in sections and 3.1(c)
3.4 In
the
event of termination by the Company under the circumstances specified in
sections 3.1(a) and 3.1(b) the Company shall pay severance payment to which
the Executive shall be entitled pursuant to the Severance Payment Law, 1963
("Severance Payment") less any amounts received by the Executive from his
Managers' Insurance on account of severance payment (all such payments shall
be
less deductions for all applicable taxes and withholdings under any relevant
laws), and, the Executive shall be entitled to exercise all those share options
which have vested prior to the Prior Notice period and during the Prior Notice
period. The Company shall have no further obligation to make any salary payments
or provide any benefits to the Executive, except as required by applicable
law.
3.5 In
the
event of resignation under section 3.1(a) the Executive is entitled to the
release of the Manager's Insurance Fund to his possession , and the Executive
shall be entitled to exercise all those share options which have vested prior
to
the Prior Notice resignation. The Company shall have no further obligation
to
make any salary payments or provide any benefits to the Executive, except
as
required by applicable law.
3.6 In
the
event of resignation, for any reason, without the delivery of a prior written
notice, the Company is entitled to deduct from any debt which it owes the
Executive an amount equal to the salary that would have been due to the
Executive for the Prior Notice period during which he should have worked
pursuant hereto, had he worked.
-3-
3.7 In
the
event of termination under section 3.1(c) the Executive shall not be entitle
to
severance payment or Prior Notice.
3.8 The
Executive undertakes that immediately upon the termination of his employment
with the Company, for any reason, he shall act as follows:
3.8.1 he
shall
deliver and/or return to the Company all the documents, diskettes or other
magnetic media, letters, notes, reports and other papers in his possession
and
relating to his employment with the Company, as well as any equipment and/or
other property belonging to the Company which was placed at his disposal,
including any company car, telephone instrument, employee's badge or other
equipment;
3.8.2 he
shall
delete any information relating to the Company or its business from his personal
computer, if any (this act should be coordinated with the Company);
3.8.3 he
shall
coordinate his resignation with his supervisors, including the orderly handing
over of his position according to the timetable determined by the Chief
Executive, and he shall hand over in an orderly fashion and in accordance
with
the Company procedures his position, the documents and all the other matters
dealt with by him to whomever the Company instructs, and all to the satisfaction
of the Company.
4. SALARY.
4.1 As
compensation for services rendered hereunder, the Company shall pay the
Executive a gross monthly salary of 38,600 New Israeli Shekels
(hereinafter the "Salary").
4.2 For
the
avoidance of any doubt, it is expressed that the aforementioned Salary
constitutes the overall consideration for the Executive work and in view
of his
position and status he shall not be entitled to any additional consideration,
of
any form, for his work during overtime hours and on weekends or holidays,
insofar as required of him.
4.3 The
Salary and any other benefit granted under this Agreement shall be subject
to
deductions for all applicable taxes and withholdings, payable in conformance
with the regular payroll dates and practices for executives of the Company
during the term of the Agreement.
-4-
5. BENEFITS.
In
addition to the compensation set forth in paragraph 4 above, the Executive
shall receive the following benefits, and only such benefits, from the Company
(less deductions for all applicable taxes and withholdings under any applicable
law), it being understood that any wage-based benefits shall be calculated
exclusively on the Salary (without consideration to any of the benefits granted
herein or any other benefit):
(a) VACATION.
The
Executive shall be entitled to twenty two (22) business days of vacation
per
year. The specific dates of such vacations shall be coordinated in advance
with
the Chief Executive of the Company. The Executive shall not be entitled to
accumulate or to redeem any unused vacation days in excess of an aggregate
of 22
days.
(b) OPTIONS.
The
Executive shall be granted options to purchase up to 262,500 of the
Company's parent company, Wintegra Inc., Common Shares, par value 0.1 Cent
per
share. The exercise price per share for the shares covered by the said options
shall be US$0.1 reflecting the value of the Company's shares on the date
of grant. (Options) Notwithstanding the provisions of such plan, the Options
shall be subject to the following vesting periods and to the following
terms:
(I) Upon
the
completion of 12 months of employment with the Company on March 1,
2001, the Executive shall be entitled to exercise 65,652 of the Options
granted to him in accordance with this section provided the Executive is
still
employed by the Company at the time of exercise and there is no other
restrictions in the Stock Option Plan of Wintegra Inc.
(II) During
the period beginning on April 1, 2001 and for 36 months thereafter,
the Executive shall be entitled to exercise each month 5,468 of the
Options granted to him in accordance with this section provided the Executive
is
still employed by the Company at the time of exercise and there is no other
restrictions in the Stock Option Plan of Wintegra Inc.
(III) Unless
explicitly otherwise provided herein the Options granted under this Agreement
shall be subject to the terms and conditions of the Stock Option Plan of
Wintegra Inc. as will be determined by Wintegra Inc. Board of
Directors.
(II) All
other
terms and conditions of the Options shall be as set forth in the Stock Option
Plan of Wintegra Inc. which shall contain provisions including, without
limitation, those pertaining to certain adjustments, first refusal rights
to the
Company, restriction on the right to exercise Option, restrictions on transfer
of shares before IPO or buy out, restrictions on transfer of Options, and
provisions regarding termination of employment.
-5-
(c) MANAGERS
INSURANCE ETC.
In
accordance with the Company's general policy, the Company shall procure for
the
benefit of the Executive a "Managers' Insurance Policy" (, under customary
terms, and contribute to such policy an amount equal 5% of the Executive's
salary and 8.33% on account of the Company's severance payment obligations,
and
the Company shall withhold up to 5% from the Executive's salary and contribute
such amount to the said policy as the Executive's participation. Upon any
termination of the Executive employment with the Company (other than termination
by the Company under circumstances in which severance payment is not payable)
the rights in the Executive's "Managers' Insurance Policy" shall be assigned
to
the Executive. The Executive may designate for the above purpose a policy
already existing in his favor in lieu of the new policy. In addition, the
Company shall obtain Disability insurance ("Ovdan Kosher Avoda") for the
exclusive benefit of the Executive and shall contribute up to 2.5% of the
Executive's salary.
(d) KEREN
HISHTALMUT.
The
Company shall pay an amount of up to 7.5% of the salary to an "Advanced Study
Fund" (in which the Executive shall participate in an amount of 2.5% of his
salary by way of withholding from his pay).
(e) COMPANY
CAR.
The
company shall provide the Executive with a Company car of group 2. The company
shall pay or reimburse the Executive for all expenses relating to the use
and
maintenance of the car.
(I) Any
tax
liability resulting from the Executive use of the car shall be paid by the
Executive.
(II) The
Executive shall take good care of such Company car and ensure that the provision
of the insurance policy relating to it are fully observed and shall return
the
car and its keys to the Company within five days of termination of
employment.
6. CONFIDENTIAL
INFORMATION.
The
Executive agrees not to divulge or use, except in furtherance of the Company's
business at any time during his employment or after the termination of his
employment with the Company, any confidential and other proprietary information
("Confidential Information") obtained at any time, disclosed to the Executive
or
developed by the Executive in the course of the Executive's employment with
the
Company or regarding the technology, know how, intellectual property and
business of either the Company, its subsidiaries, affiliates, or any of its
customers, except that the Executive may disclose certain necessary information
to co-workers employed at the Company and to third parties when required
to do
so in connection with the performance of his duties hereunder. "Confidential
Information" shall mean information which is not known to the public and
shall
include, but not be limited to, technology, intellectual property, trade
secrets, know-how, data, technical or non-technical, whether written, graphic
or
oral, the names and addresses of prospective or existing investors, customers,
supply sources, ideas, financial information, operations policies, marketing
strategies, business development plans, corporate assets, financial forecasts,
and historical financial results.
-6-
7. COVENANT
NOT TO SOLICIT BUSINESS.
(a) Upon
termination of this Agreement the Executive agrees that for a period of one
(1)
year he will not directly or indirectly solicit any business from individuals
or
entities that are customers or distributors of the Company, its subsidiaries,
at
the time of the termination of this Agreement, without the prior written
consent
of the Board of Directors
(b) For
a
period of one (1) year from the date of termination of this Agreement, without
the prior written consent of the Board of Directors, the Executive shall
not
offer to employ, or in any way solicit or seek to obtain or achieve the
employment of any person employed by either the Company, its subsidiaries,
affiliates, or any successors or assigns thereof now or during one year period
from the date of the Executive's termination of employment, except for those
employees who have left the Company, its subsidiaries, affiliates, or any
successors or assigns thereof more than one (1) year prior to the date of
the
Executive's termination of employment with the Company.
(c) For
a
period of eight (8) months from the date of termination of this Agreement,
without the prior written consent of the Chief Executive of the Company,
the
Executive shall not participate, directly or indirectly (whether as advisor,
principal, agent, partner, officer, director, employee, stockholder, associate
or consultant of), in any business that competes directly or indirectly with
the
business of the Company as it may be at any time during the employment
periods.
(d) The
parties hereto agree that the duration and area for which the covenant not
to
compete set forth in paragraph 7(c) above is to be effective and
reasonable, in terms of their geographical and temporal scope. In the event
that
any court determines that the time period and/or area are unreasonable and
that
such covenant is to that extent unenforceable, the parties hereto agree that
such covenant shall remain in full force and effect for the greatest period
of
time and in the greatest geographical area that would not render it
unenforceable. In addition, the Executive acknowledges and agrees that a
breach
of paragraph 6 or sections (a), (b) or (c) of this paragraph 7 shall
cause irreparable harm to the Company, its subsidiaries, and/or its affiliates
and that the Company shall be entitled to specific performance of this Agreement
or an injunction without proof of special damages, together with the costs
and
reasonable attorney's fees and disbursements incurred by the Company in
enforcing their rights under paragraph 6 and this
paragraph 7.
-7-
8. INTELLECTUAL
PROPERTY ASSIGNMENT.
Any
invention, development or know-how which shall be conceived, developed or
reduced to practice by the Executive during the period of his employment
relating to the business of the Company or the use of any of its technologies,
facilities or Confidential information, notwithstanding that it is perfected
or
reduced to specific form at any time thereafter provided that its conception
arose during such period, including all rights therein and in any patent
or
other form of intellectual property or legal protection with respect thereto,
shall become the sole property of the Company, without need for any specific
action or notice or any consideration to the Executive other than as provided
for by this Agreement. The Executive shall cooperate with the Company and
assist
it in obtaining any patent or other form of legal protection for such inventions
or know-how for no additional compensation (other than the coverage of the
Executive's reasonable out of pocket expenses).
9. WARRANTS AND
REPRESENTATIONS.
9.1 The
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 to 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 was a
party.
9.2 The
Executive represent and warrants that he will not disclose to the Company
or use
during the course of employment with the Company any confidential information
or
material belonging to a third party, including that belonging to any prior
employer, contractor, unless the Executive has first received the written
approval of that third party and present such approval to the
Company.
10. DEDUCTIONS AND
WITHHOLDINGS.
The
Company shall be entitled to deduct and withhold from any amount payable
to the
Executive, whether pursuant to this Agreement or otherwise, any and all taxes,
withholdings or other payments as required under any applicable
law.
11. NO
ASSIGNMENT BY EXECUTIVE.
The
Executive shall have no right to assign any of the rights nor to delegate
any of
the duties created by this Agreement and any assignment or attempted assignment
of the Executive's rights, and any delegation or attempted delegation of
the
Executive's duties, shall be null and void (except for such delegations of
authority to other officers of the Company as necessary and customary for
the
fulfillment of the Executive's duties). The Company retains the right at
any
time to assign any of its rights or delegate any of its duties under this
Agreement.
12. BENEFIT.
Except
as otherwise expressly provided herein, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
beneficiaries, personal representatives, successors and assigns.
13. SEVERABILITY OF
PROVISIONS.
If any
of the provisions of this Agreement is held invalid, such provisions shall
be
severed and the remainder of the Agreement shall remain in force and shall
not
be affected thereby.
-8-
14. NO
ORAL CHANGES.
This
instrument constitutes and contains the entire Agreement between the parties
except as otherwise expressly stated herein. This Agreement may be changed
only
in writing, and must be signed by the party against whom enforcement of any
waiver, modification, discharge or other change is sought.
15. WAIVER.
Either
party's failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right
or
power hereunder at any one or more times be deemed a waiver or relinquishment
of
such right or power at any other time or times.
16. ENTIRE
AGREEMENT.
The
Agreement contained in this instrument supersedes and cancels any and all
prior
agreements between the parties hereto, express or implied, written or oral,
relating to the subject matter hereof. This Agreement sets forth the entire
agreement between the parties hereto with respect to the subject matter
hereof.
17. GOVERNING
LAW; SUBMISSION TO JURISDICTION.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Israel. Any litigation concerning any claims under or breach of
this
Agreement shall be brought exclusively in the competent courts of the Tel-Aviv
District.
18. DESCRIPTIVE
HEADINGS.
The
paragraph headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of this
Agreement.
19. COUNTERPARTS.
This
Agreement may be executed in counterparts, each of which shall be deemed
an
original, and all such counterparts shall constitute one and the same
instrument.
20. SURVIVAL.
The
provisions of paragraphs 6, 7 and 8 shall survive any termination of this
Agreement.
****
IN
WITNESS WHEREOF, the Company and the Executive have executed this Employment
Agreement, as of the day and year first above written.
| Wintegra Ltd. | The Executive | ||
| By: /s/ Xxxxx Xxx-Xxx | /s/ Xxxxxxx Xxxxxx | ||
|
|
Xxxxxxx Xxxxxx |
||
| 10/3/2000 |
-9-
