Amendment to Addendum to Employment Agreement
Amendment
to Addendum to Employment Agreement
This
Amendment dated as of July 23, 2006 to the Addendum dated February 28, 2006,
to
the Employment Agreement (“Merger
Addendum”)
by and
between IXI Mobile, Inc., a Delaware corporation (the “Corporation”)
and
Xxxx Xxxxxx (“Employee”)
effective as of March 1, 2001 as amended on June 1, 2001 (“Addendum
1”)
and as
of January 1, 2006 (“Addendum
2”)
(the
“Employment
Agreement”)
is
entered into by and between Company and Employee
(the
“Amendment”).
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Whereas:
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Employee
is employed by the Corporation as of March 1, 2001, pursuant to
the
Employment Agreement;
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Whereas:
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The
parties have entered into the Merger
Addendum;
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Whereas:
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The
parties wish to amend the Merger
Addendum.
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Therefore,
it
is
hereby stipulated and agreed between the parties as follows:
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1.
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The
preface to this Amendment constitutes an indivisible and integral
part
thereof.
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2.
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Unless
otherwise defined herein, the capitalized terms appearing herein
shall
have the meanings attributed to them in the Merger Addendum or, where
so
expressly indicated, in the Agreement and Plan of Merger entered
into as
of February 28, 2006 (the "Merger
Agreement").
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3.
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Section
3.3.3 of the Merger Addendum is replaced in its entirety with the
following:
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“3.3.3
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The
Additional Options shall be granted pursuant to the Parent’s US employee
share option plan. The exercise price of the Additional Options shall
be
equal to the fair market value of the Parent’s Common Stock as determined
by its board f directors on the date of the said
grant.”
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4.
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Section
3.8 of the Merger Addendum is replaced in its entirety with the
following:
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“3.8 Pre-Closing
Options
Immediately
prior to the Closing, and as a bonus to Employee for his efforts in connection
with the consummation of the transactions contemplated by the Merger Agreement,
the Board of Directors of the Corporation shall grant to the Employee that
number of options to purchase shares of the Corporation's Common Stock, pursuant
to the Corporation’s US Share Option Plan (the “Pre-Merger
Options”)
which,
upon conversion to shares of Common Stock of the Parent shall equal 216,000
shares of the Parent's Common Stock (the “Shares”).
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3.8.1
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The
Pre-Merger Options shall be granted pursuant to the Parent’s US employee
share option plan. The exercise price of the Additional Options shall
be
equal to the fair market value of the Parent’s Common Stock as determined
by its board f directors on the date of the said
grant.
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3.8.2
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With
regard to shares of Common Stock in the Corporation (the “Corporation
Shares”)
and options to purchase Common Stock in the Corporation (the “Corporation
Options”),
presently held by Employee, Employee hereby waives any acceleration
or
other rights pertaining to any securities held by him which may be
triggered by the merger transaction among the
Group.”
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5.
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There
shall be no other change to the Merger
Addendum.
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IN
WITNESS WHEREOF,
the
parties hereto have hereby duly executed this Amendment on the day and year
first set forth above.
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IXI
Mobile, Inc.
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Xxxx
Xxxxxx
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/s/
Xxxxxx Xxxxx
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/s/
Xxxx Xxxxxx
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By:
Xxxxxx Xxxxx
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We
agree to the above:
/s/
Xxxxxx Xxxxxxx
By:
Xxxxxx Xxxxxxx
