Exhibit 10.8


 


PERSONAL EMPLOYMENT AGREEMENT


 


THIS PERSONAL EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into this 18th day of March, 2012 by and between LabStyle Innovation Ltd.,
a company incorporated under the laws of the State of Israel, with its offices at Gibor Sport Tower (29th Floor)
7 Menahem Begin St. Ramat Gan 52521, Israel (the "Company"), and Motty Hershkowitz (Israeli I.D.
No. 017746546) residing at Moshav Yesodot 76810, Israel (the "Employee").


 


WHEREAS, the Company wishes to
employ the Employee, and the Employee wishes to be employed by the Company, as of the Commencement Date (as such term is defined
hereunder); and


 


WHEREAS, the parties hereto desire
to state the terms and conditions of the Employee's employment by the Company, as set forth below.


 


NOW, THEREFORE, in consideration
of the mutual premises, covenants and other agreements contained herein, the parties hereby agree as follows:


 


General


 


1.         Position.
The Employee shall serve in the position described in Exhibit A attached hereto. In such position, the Employee
shall report regularly and shall be subject to the direction and control of the Company's management and specifically under the
direction of the person specified in Exhibit A. The Employee shall also serve as an officer of Company's parent
company, LabStyle Innovations Corp., a Delaware corporation (the "Parent") and, in such capacity, shall be subject
to the direction and control of the Parent’s management and board of directors. The Employee shall perform his duties diligently,
conscientiously and in furtherance of the Company's and Parent’s best interests. The Employee agrees and undertakes to inform
the Company and Parent immediately after becoming aware of any matter that may in any way raise a conflict of interest between
the Employee and the Company and/or Parent. During his employment by the Company, the Employee shall not receive any payment,
compensation or benefit from any third party in connection, directly or indirectly, with his position in the Company and/or Parent.


 


2.         Full
Time Employment. The Employee will be employed on a full time basis (i.e. 45 hours per work week). The Employee shall devote
his entire business time and attention to the business of the Company and Parent, and shall not undertake or accept any other
paid or unpaid employment or occupation or engage in any other business activity, except with the prior written consent of the
Company (following approval from the Parent). The Employee’s weekly rest day shall be Saturday, unless otherwise determined
by the Company in a notice to the Employee.


 


3.         Location.
The Employee shall perform his duties hereunder at the Company's facilities in Israel, but he understands and agrees that his
position may involve significant domestic and international travel.


 


4.         Employee's
Representations and Warranties. The Employee represents and warrants that the execution and delivery of this Agreement and
the fulfillment of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which
he is a party or by which he is bound; and (ii) do not require the consent of any person or entity. Further, with respect to any
past engagement of the Employee with third parties and with respect to any permitted engagement of the Employee with any third
party during the term of his engagement with the Company and/or Parent (for purposes hereof, such third parties shall be referred
to as "Other Employers"), the Employee represents, warrants and undertakes that: (a) his engagement with the
Company and/or Parent is, and/or will not, be in breach of any of his undertakings toward Other Employers, and (b) he will not
disclose to the Company and/or Parent, nor use, in provision of any services to the Company and/or Parent, any proprietary or
confidential information belonging to any Other Employer.


 



    	 



    	 



    

 


Term of Employment


 


5.         Term.
The Employee's employment by the Company shall commence on the date set forth in Exhibit A (the "Commencement
Date"), and shall continue until it is terminated pursuant to the terms set forth herein.


 


6.         Termination
at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any
reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the
"Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed
that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency",
then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and
agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as
defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled
to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount
equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice.


 


The Company and Employee
agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below,
shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is
entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "Exempt
Salary"), pursuant to Section 14 of the Severance Pay Law 5713 – 1953 (the "Severance Law"). The
parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C.
The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except:
(i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or
retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the
Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with
the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare,
as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not
been made in full.


 


7.         Termination
for Cause. The Company may immediately terminate the employment of the Employee and this Agreement for Cause, and such termination
shall be effective as of the time of notice of the same. "Cause" means (a) conviction of any felony by the Employee
affecting the Company and/or Parent or any other subsidiary of the Parent or any crime involving fraud; (b) action taken by the
Employee intentionally to materially harm the Company and/or Parent; (c) embezzlement of funds of the Company or its affiliates
(including, without limitation, the Parent) by the Employee; (d) falsification of records or reports of Company and/or Parent
or any other subsidiary of the Parent, by the Employee; (e) ownership by the Employee, direct or indirect, of an interest in a
person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of
the Company and/or Parent or any other subsidiary of the Parent, including those products or services contemplated in a plan adopted
by the Board or its subsidiaries; (f) (i) any material breach of the Employee's fiduciary duties or duties of care to the Company
(except for conduct taken in good faith) or (ii) a continuing material breach or material default (including, without limitation,
any material dereliction of duty) by Employee of the terms of this Agreement which, in either case, to the extent such breach
is curable, has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing
a description of the breach or breaches alleged to have occurred; (g) any material breach of the Proprietary Information, Assignment
of Inventions and Non-Competition Agreement attached as Exhibit B by the Employee; and (i) any other act or omission
that constitutes "cause" under the laws of the State of Israel. In the event of termination for Cause, the Employee’s
entitlement to severance pay will be subject to Sections 16 and 17 of the Severance Law.


 



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8.         Notice
Period; End of Relations. During the Notice Period and unless otherwise determined by the Company in a written notice to the
Employee, the employment relationship hereunder shall remain in full force and effect, the Employee shall be obligated to continue
to discharge and perform all of his duties and obligations with Company, and the Employee shall cooperate with the Company and
assist the Company with the integration into the Company of the person who will assume the Employee's responsibilities.


 


Covenants


 


9.         Proprietary
Information; Assignment of Inventions and Non-Competition. Upon the execution of this Agreement, the Employee will execute
the Company's Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached hereto as Exhibit
B. Exhibit B hereto shall survive the expiration or other termination of this Agreement.


 


Special Agreement; Salary and Special
Compensation; Insurance


 


10.         (a)         Special
Agreement. It is agreed between the parties hereto that this Agreement is a personal agreement, and that the position
the Employee is to hold within the Company is a senior position which requires a special measure of personal trust, as such terms
are defined in the Working Hours and Rest Law 5711 - 1951, as amended (the "Law"). The provisions of any collective
bargaining agreement which exist or shall exist do not, and will not, apply to the employment of the Employee, whether such agreement
was signed among the government, the General Federation of Labor and Employers organizations, or any of such parties, or whether
signed by others, in relation to the field or fields of the business of the Company or in relation to the position held by or
the profession of the Employee. In light of this relationship of trust, the provisions of the Law, or any other law which may
apply, will not apply to the performance by the Employee of his duties hereunder. Thus, the Employee may be required, from time
to time and according to the work load demanded of him, to work beyond the regular working hours and the Employee shall not be
entitled to any further compensation other than as specified in this Agreement and the Appendixes hereto.


 


(b)         Salary.
The Company shall pay to the Employee as compensation for the employment services an aggregate base salary in the amount set forth
in Exhibit A (the "Salary"). In addition, the Company shall pay the Employee for any and all daily
travel costs to which he may be entitled under any applicable law. Except as specifically set forth herein, the Salary includes
any and all payments to which the Employee is entitled from the Company hereunder and under any applicable law, regulation or
agreement. The Employee's Salary and other terms of employment may be reviewed and updated by the Company's management, from time
to time, at the Company's discretion. The Salary is to be paid to the Employee no later than the 9th day of each calendar
month after the month for which the Salary is paid, after deduction of applicable taxes and like payments.


 


(c)         Special
Compensation for Non-Competition Obligations. The Employee acknowledges that 20% of the Salary is paid as special supplementary
monthly compensation in consideration for the Employee's non-competition undertakings and obligations set forth in Exhibit
B hereto (the "Special Non-Competition Monthly Compensation"). The Employee acknowledges, warrants and
represents that the Special Non-Competition Monthly Compensation constitutes a real, appropriate and full consideration to any
prejudice he may suffer due to his non-competition undertakings and obligations set forth in Exhibit B hereto, including
but not limited to restriction of his freedom of employment.


  






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11.         Insurance
and Social Benefits. The Company will insure the Employee under a "Manager's Insurance Scheme" (the "Insurance
Scheme") as follows: (i) the Company will pay an amount equal to 5% (five percent) of the Salary towards a fund for life
insurance and pension; (ii) the Company will pay an amount of up to 2.5% (two percent and one half of a percent) of the Salary
for a fund for the event of loss of working ability ("Ovdan Kosher Avoda") provided however that in the event
that the Company shall pay less then 2.5% for "Ovdan Kosher Avoda", the balance (up to 2.5%) shall be paid as a benefit
to the Employee; and (iii) the Company will pay an amount equal to 8 1/3% (eight percent and one third of a percent) of the Salary
towards a fund for severance compensation (the "Company’s Severance Contribution"). Similarly, at the beginning
of each month the Company shall deduct from the Salary an amount equal to 5% of the Salary for the preceding month, and shall
pay such amount as premium payable in respect of the provident compensation component of the Insurance Scheme. Additionally, the
Company together with the Employee will maintain an advanced study fund ("Keren Hishtalmut") and the Employee
and the Company shall contribute to such fund an amount equal to 2.5% (two percent and one half of a percent) of the Salary and
7.5% (seven percent and one half of a percent) of the Salary, respectively. All of the Employee's aforementioned contributions
shall be transferred to the above referred to plans and funds by the Company by deducting such amounts from each monthly Salary
payment.


 


Additional Benefits


 


12.         Expenses.
The Company will reimburse the Employee for reasonable and customary business expenses borne by the Employee in connection with
the specific performance of his duties hereunder, provided that such expenses were approved in advance by the Company, and against
valid invoices therefore furnished by the Employee to the Company, all in accordance with the Company's policy as amended from
time to time.


 


13.         Vacation.
The Employee shall be entitled to the number of vacation days per year as set forth in Exhibit A, as coordinated
with the Company (with unused days to be accumulated up to the limit set pursuant to applicable law).


 


14.         Sick
Leave; Convalescence Pay. The Employee shall be entitled to that number of paid sick leave per year as set forth in Exhibit
A (with unused days to be accumulated up to the limit set pursuant to applicable law), and also to Convalescence Pay ("Dmei
Havra'a") pursuant to applicable law.


 


15.         Options.
The Company may, from time to time, at its sole discretion, grant the Employee options (the "Options") to purchase
shares of common stock of the Parent. The Options shall be subject to the terms of the Parent’s 2012 Equity Incentive Plan
and the 2012 U.S. Sub Plan thereto, as may be amended from time to time, or any successor plans, and an Option Agreement to be
executed between Parent and the Employee. The Employee acknowledges that he will be required to execute additional documents in
compliance with the applicable tax laws and/or other applicable laws.


 


16.         Company
Car. During the term of this Agreement the Company will provide the Employee with a car of make and model pursuant to Company's
car policy, as adopted, as may be amended from time to time by the Company (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 Employee during the period of
his employment with the Company. The Car will be returned to the Company by the Employee immediately after termination of the
Employee's employment by the Company. Use by the Employee of the Car shall be made at all times only in accordance with the provisions
of the Company's Car policy, as may be amended from time to time by the Company. The Company shall bear all the fixed and variable
costs of the Car, including licenses, insurance, gasoline, regular maintenance and repairs. The Company shall not, at any time,
bear the costs of any tickets, traffic offense or fines of any kind and insurance self participation payment. The Employee shall
bear all the personal tax consequences of the allocation of a Car to his benefit. Any expenses, payments or other benefits that
are made in connection with the Car shall not be regarded as part of the Salary, for any purpose or matter, and no social benefits
or other payments shall be paid on its account. It is hereby agreed that the Employee may waive his right to receive the Car in
consideration for the receipt of additional salary in the amount determined by the Company.


         






    	-4-



    	 



    
  


17.         Mobile
Phone. During the term of this Agreement the Company may provide the Employee with a Company mobile phone, for use in connection
with Employee's duties hereunder, pursuant to Company's policy, as adopted, as may be amended from time to time by the Company.
The Company shall bear all expenses relating to the Employee’s use and maintenance of the phone attributed to the Employee
under this Section.


 


Miscellaneous


 


18.         The
laws of the State of Israel shall apply to this Agreement and the sole and exclusive place of jurisdiction in any matter arising
out of or in connection with this Agreement shall be the Tel-Aviv Regional Labor Court.


 


19.         The
provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective
bargaining agreement shall apply with respect to the relationship between the parties hereto (subject to the applicable provisions
of law).


 


20.         No
failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish
such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of
any terms or conditions hereof.


 


21.         In
the event it shall be determined under any applicable law that a certain provision set forth in this Agreement (or in any exhibit
hereto) is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, unless the
business purpose of this Agreement is substantially frustrated thereby. It is further agreed that if any one or more of such provisions
shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests
of the Company and/or Parent, but would be valid if part of the wording thereof were deleted or the period thereof reduced or
the range of activities covered thereby reduced in scope, then such provisions will be deemed modified and reformed to the maximum
limitations permitted by applicable law, the parties hereby acknowledging their desire that in such event such action be taken.
Any such modifications and reformations shall not thereby affect the validity of any other paragraph or provisions contained in
this Agreement or any exhibit hereto.


 


22.         The
preface and exhibits to this Agreement constitute an integral and indivisible part hereof.


 


23.         This
Agreement constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior or contemporaneous
discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented
in any respect, except by a subsequent writing executed by both parties hereto.


 


24.         The
Employee acknowledges and confirms that all terms of the Employee's employment are personal and confidential, and undertake to
keep such terms in confidence and refrain from disclosing such terms to any third party.


 


25.         All
references to applicable law are deemed to include all applicable and relevant laws and ordinances and all regulations and orders
promulgated there under, unless the context otherwise requires. The parties agree that this Agreement constitutes, among others,
notification in accordance with the Notice to Employees (Employment Terms) Law, 2002. Nothing in this Agreement shall derogate
from the Employee’s rights according to any applicable law, extension order, collective agreement or other agreement with
respect to the terms of Employee’s employment.


 


26.         This
Agreement or any exhibit hereto may be signed in counterparts and delivered by facsimile or other electronic transmission, and
each such counterpart shall be deemed an original and all of which shall together constitute one agreement.


 



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IN WITNESS WHEREOF the parties
hereto have signed this Agreement as of the date first hereinabove set forth.


 


	/s/ Shilo Ben Zeev	 	/s/ Motty
    Hershkowitz
	LabStyle Innovation Ltd.	 	Motty Hershkowitz
	By:	Shilo Ben Zeev	 	 
	Title:	President & COO	 	 


 



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Exhibit A


 


To the Personal Employment
Agreement by and between


LabStyle Innovation
Ltd. and the Employee whose name is set forth herein


 


	1.         Name of Employee:	Motty Hershkowitz
	 	 
	2.         I.D. No. of Employee:	[                  ]
	 	 
	3.         Address of Employee:	[                  ]
	 	 
	4.         
    Position in the Company:	CFO
	 	 
	5.         Under the Direct Direction of:	CEO
	 	 
	6.         Commencement Date:	April 1, 2012
	 	 
	7.         Notice Period:	90 days
	 	 
	8.         Salary:	NIS 20,000
	 	 
	9.         Vacation Days Per Year:	21 days
	 	 
	10.        Sick Leave Days Per Year:	Pursuant to applicable law


 



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Exhibit B


 


To the Personal Employment Agreement
by and between


LabStyle Innovation Ltd. and the
Employee whose name is set forth herein


 


	Name of Employee:	Motty Hershkowitz
	 	 
	I.D. No. of Employee:	017746546
	 	 
	Date:	April 1st, 2012 (the
    "Commencement Date")


 


General


 


		1.	Capitalized terms herein shall
                                                                 have the meanings ascribed to them in the Agreement to which
                                                                 this Exhibit is attached (the "Agreement").
                                                                 For purposes of any undertaking of the Employee toward the Company,
                                                                 the term "Company" shall include the Parent and any
                                                                 subsidiaries and affiliates of the Company or Parent. The Employee's
                                                                 obligations and representations and the Company's rights under
                                                                 this Exhibit shall apply as of the Commencement Date, regardless
                                                                 of the date of execution of the Agreement.



 


Confidentiality; Proprietary
Information


 


		2.	"Proprietary Information"
                                                                 means any confidential and proprietary information concerning
                                                                 the business and financial activities of the Company, including,
                                                                 without limitation, patents, patent applications, trademarks,
                                                                 copyrights and other intellectual property, and any information
                                                                 relating to the same, technologies and products (actual or planned),
                                                                 know how, inventions, research and development activities, inventions,
                                                                 trade secrets and industrial secrets, and also confidential commercial
                                                                 information such as that regarding or relating to financial results,
                                                                 accounting policies, investments, investors, officers, directors,
                                                                 employees, customers, suppliers, commercial partners, marketing
                                                                 plans, manufacturing plans and other plans and strategies, whether
                                                                 documentary, written, oral or computer generated. Proprietary
                                                                 Information shall also include information of the same nature
                                                                 which the Company may obtain or receive from third parties.



 


		3.	Proprietary Information shall
                                                                 be deemed to include any and all proprietary information disclosed
                                                                 by or on behalf of the Company and irrespective of form but excluding
                                                                 information that (i) was known to Employee prior to Employee's
                                                                 association with the Company, as evidenced by written records;
                                                                 (ii) is or shall become part of the public knowledge except as
                                                                 a result of the breach of the Agreement or this Exhibit by Employee;
                                                                 or (iii) data generally known in the industries or trades in
                                                                 which the Company operates.



 


		4.	Employee recognizes that the
                                                                 Company received and will receive confidential or proprietary
                                                                 information from third parties, subject to a duty on the Company's
                                                                 part to maintain the confidentiality of such information and
                                                                 to use it only for certain limited purposes. In connection with
                                                                 such duties, such information shall be deemed Proprietary Information
                                                                 hereunder, mutatis mutandis.



 



    	-8-



    	 



    

 


		5.	Employee agrees that all Proprietary
                                                                 Information, including, without limitation, all patents, trademarks,
                                                                 copyrights and other intellectual property and ownership rights
                                                                 in connection therewith, shall be the sole property of the Company
                                                                 and its assigns. At all times, both during the employment relationship
                                                                 and after the termination of the engagement between the parties,
                                                                 Employee will keep in confidence and trust all Proprietary Information,
                                                                 and will not use or disclose any Proprietary Information or anything
                                                                 relating to it without the written consent of the Company, except
                                                                 as may be necessary in the ordinary course of performing Employee's
                                                                 duties under the Agreement.



 


		6.	Upon termination of Employee's
                                                                 engagement with the Company for any reason, Employee will promptly
                                                                 deliver to the Company all documents and materials of any nature
                                                                 pertaining to Employee's engagement with the Company, and will
                                                                 not take with him any documents or materials or copies thereof
                                                                 containing any Proprietary Information.



 


		7.	Employee's undertakings set forth
                                                                 in Section 1 through Section 6 shall remain in full force and
                                                                 effect after termination of the Agreement or any renewal thereof.



 


Disclosure and Assignment
of Inventions


 


		8.	"Inventions"
                                                                 means any and all inventions, improvements, designs, concepts,
                                                                 techniques, methods, systems, processes, know how, computer software
                                                                 programs, databases, mask works and trade secrets, whether or
                                                                 not patentable, copyrightable or protectable as trade secrets
                                                                 or otherwise; "Company Inventions" means any
                                                                 Inventions that are made or conceived or first reduced to practice
                                                                 or created by Employee, whether alone or jointly with others,
                                                                 during the period of Employee's engagement with the Company,
                                                                 and which are: (i) developed using equipment, supplies, facilities
                                                                 or Proprietary Information of the Company, (ii) result from work
                                                                 performed by Employee for the Company, or (iii) related to the
                                                                 field of business of the Company.



 


		9.	Employee hereby confirms that
                                                                 all rights that he may have had at any time in any and all Company's
                                                                 Inventions, are and have been from inception works for hire and
                                                                 in the sole ownership of the Company, including during the process
                                                                 of its incorporation. If ever any doubt shall arise as to the
                                                                 Company’s rights or title in any Invention and it shall
                                                                 be asserted that the Employee, allegedly, is the owner of any
                                                                 such rights or title, then Employee hereby irrevocably transfer
                                                                 and assign in whole to the Company without any further royalty
                                                                 or payment any and all rights, title and interest in any and
                                                                 all Inventions. Employee has listed below in this Section 9 a
                                                                 complete list of all inventions to which he claim ownerships
                                                                 (the "Prior Inventions") and that he desires
                                                                 to remove from the operation of this Agreement, and acknowledges
                                                                 and agrees that such list is complete. If no such list is attached
                                                                 to this Agreement, Employee represents that he has no such Inventions
                                                                 at the time of signing this Agreements. The Prior Inventions,
                                                                 if any, patented or unpatented, are excluded from the scope of
                                                                 this Agreement. If, in the course of employment with the Company,
                                                                 Employee incorporates a Prior Invention into a Company product,
                                                                 process or machine, the Company is hereby granted and shall have
                                                                 a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
                                                                 license (with rights to sublicense through multiple tiers of
                                                                 sublicensees) to make, have made, modify, use and sell such Prior
                                                                 Invention. Notwithstanding the foregoing, Employee agrees that
                                                                 he will not incorporate, or permit to be incorporated, Prior
                                                                 Inventions in any Company Inventions without the Company's prior
                                                                 written consent. Employee hereby represents and undertakes that
                                                                 none of his previous employers or any entity with whom he was
                                                                 engaged, has any rights in the Inventions or Prior Inventions
                                                                 and such employment with the Company will not grant any of them
                                                                 any right in the results of the Employee’s work.



 



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Prior Inventions: [fill-in,
if any.]


 





	 	None.










 


		10.	Employee undertakes and covenants
                                                                  he will promptly disclose in confidence to the Company all Inventions
                                                                  that are or may be deemed as Company Inventions. The Employee
                                                                  agrees and undertakes not to disclose to the Company any confidential
                                                                  information of any third party and, in the framework of his
                                                                  employment by the Company, not to make any use of any intellectual
                                                                  property rights of any third party.



 


		11.	Employee hereby irrevocably
                                                                  transfers and assigns to the Company (on a royalty-free, perpetual
                                                                  and worldwide basis) all patents, patent applications, copyrights,
                                                                  mask works, trade secrets and other intellectual property rights
                                                                  in any Company Invention, and any and all moral rights that
                                                                  he may have in or with respect to any Company Invention. For
                                                                  the removal of any doubt, it is hereby clarified that the provisions
                                                                  concerning assignment of Inventions contained in Section 8 and
                                                                  this Section 11 will apply also to any "Service Inventions"
                                                                  as defined in the Israeli Patent Law, 1967 (the "Patent
                                                                  Law"). However, in no event will such Service Invention
                                                                  become the property of the Employee and the provisions contained
                                                                  in Section 132(b) of the Patent Law shall not apply unless
                                                                  the Company provides in writing otherwise. The Employee will
                                                                  not be entitled to royalties or other payment with regard to
                                                                  any Prior Inventions, Company Inventions, Service Inventions
                                                                  or any of the intellectual property rights set forth above,
                                                                  including any commercialization of such Prior Inventions, Company
                                                                  Inventions, Service Inventions or other intellectual property
                                                                  rights. The Employee irrevocably
                                                                  confirms that the consideration explicitly set forth in the
                                                                  employment agreement is in lieu of any rights for compensation
                                                                  that may arise in connection with the Inventions under applicable
                                                                  law and the employee hereby expressly and irrevocably confirms
                                                                  that the provisions contained in Section 134 of the Patent Law
                                                                  shall not apply and he waives any right to claim royalties or
                                                                  other consideration with respect to any Invention.



 


		12.	Employee agrees to assist the
                                                                  Company, at the Company's expense, in every proper way to obtain
                                                                  for the Company and enforce patents, copyrights, trademarks,
                                                                  mask work rights, and other legal protections for the Company
                                                                  Inventions in any and all countries. Employee will execute any
                                                                  documents that the Company may reasonably request for use in
                                                                  obtaining or enforcing such patents, copyrights, trademarks,
                                                                  mask work rights, trade secrets and other legal protections.
                                                                  Such obligation shall continue beyond the termination of Employee's
                                                                  engagement with the Company. Employee hereby irrevocably designates
                                                                  and appoints the Company and its authorized officers and agents
                                                                  as Employee's agent and attorney in fact, coupled with an interest
                                                                  to act for and on Employee's behalf and in Employee's stead
                                                                  to execute and file any document needed to apply for or prosecute
                                                                  any patent, copyright, trademark, trade secret, any applications
                                                                  regarding same or any other right or protection relating to
                                                                  any Proprietary Information (including Company Inventions),
                                                                  and to do all other lawfully permitted acts to further the prosecution
                                                                  and issuance of patents, copyrights, trademarks, trade secrets
                                                                  or any other right or protection relating to any Proprietary
                                                                  Information (including Company Inventions), with the same legal
                                                                  force and effect as if executed by Employee himself.



 



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Non-Competition


 


		13.	In consideration of Employee's
                                                                  terms of employment hereunder, which include special compensation
                                                                  for his undertakings under this Section 13 and the following
                                                                  Section 14, and in order to enable the Company to effectively
                                                                  protect its Proprietary Information, Employee agrees and undertakes
                                                                  that he will not, so long as the Agreement is in effect and
                                                                  for a period of twelve (12) months following termination of
                                                                  the Agreement or Employee’s association with the Company,
                                                                  for any reason whatsoever, directly or indirectly, in any capacity
                                                                  whatsoever, engage in, become financially interested in, be
                                                                  employed by, or have any connection with any business or venture
                                                                  that is primarily engaged in any activities competing with the
                                                                  activities of the Company. Employee hereby acknowledges and
                                                                  agrees that the Salary and social benefits to which the Employee
                                                                  is or shall be entitled to, if any, as set forth in the Agreement,
                                                                  is set to a level which reflects adequate compensation sufficient
                                                                  to reimburse prejudice, if any, including but not limited to
                                                                  any of Employee's legitimate rights and interests. Employee
                                                                  further warrants and represents that the Special Non-Competition
                                                                  Monthly Compensation (as defined in the Agreement) constitutes
                                                                  a real, appropriate and full consideration to any prejudice
                                                                  Employee may suffer due to his non-competition undertakings
                                                                  and obligations set forth in this Exhibit, including but not
                                                                  limited to restriction of his freedom of employment.



 


		14.	Employee agrees and undertakes
                                                                  that during the employment relationship and for a period of
                                                                  twelve (12) months following termination of the Agreement or
                                                                  Employee’s association with the Company for whatever reason,
                                                                  Employee will not, directly or indirectly, including personally
                                                                  or in any business in which Employee may be an officer, director
                                                                  or shareholder; (i) solicit for employment any person who is
                                                                  employed by the Company, or any person retained by the Company
                                                                  as a consultant, advisor or the like who is subject to an undertaking
                                                                  towards the Company to refrain from engagement in activities
                                                                  competing with the activities of the Company (for purposes hereof,
                                                                  a "Consultant"), or was retained as an employee
                                                                  or a Consultant during the six months preceding termination
                                                                  of Employee's employment with the Company or (ii) solicit for
                                                                  business, on behalf of any entity primarily engaged in any activities
                                                                  competing with the activities of the Company, any customer or
                                                                  client of the Company that was a customer or client during the
                                                                  six months preceding termination of Employee's employment with
                                                                  the Company.



 


Reasonableness of Protective
Covenants


 


		15.	Insofar as the protective covenants
                                                                  set forth in this Exhibit are concerned, Employee specifically
                                                                  acknowledges, stipulates and agrees as follows: (i) the protective
                                                                  covenants are reasonable and necessary to protect the goodwill,
                                                                  property and Proprietary Information of the Company, and the
                                                                  operations and business of the Company; and (ii) the time duration
                                                                  of the protective covenants is reasonable and necessary to protect
                                                                  the goodwill and the operations and business of Company, and
                                                                  does not impose a greater restrain than is necessary to protect
                                                                  the goodwill or other business interests of the Company. Nevertheless,
                                                                  if any of the restrictions set forth in this Exhibit is found
                                                                  by a court having jurisdiction to be unreasonable or overly-broad
                                                                  as to geographic area, scope or time or to be otherwise unenforceable,
                                                                  the parties hereto intend for the restrictions set forth in
                                                                  this Exhibit to be reformed, modified and redefined by such
                                                                  court so as to be reasonable and enforceable and, as so modified
                                                                  by such court, to be fully enforced.



 


		16.	Employee hereby consents to
                                                                  the Company’s notification of any third party, including
                                                                  any prospective or new employer of, Employee’s rights
                                                                  and/or obligations under this Agreement.



 



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Remedies for Breach


 


		17.	Employee acknowledges that the
                                                                  legal remedies for breach of the provisions of this Exhibit
                                                                  may be found inadequate and therefore agrees that, in addition
                                                                  to all of the remedies available to Company in the event of
                                                                  a breach or a threatened breach of any of such provisions, the
                                                                  Company may also, in addition to any other remedies which may
                                                                  be available under applicable law, obtain temporary, preliminary
                                                                  and permanent injunctions against any and all such actions.



 


Intent of Parties


 


		18.	Employee recognizes and agrees:
                                                                  (i) that this Exhibit is necessary and essential to protect
                                                                  the business of Company and to realize and derive all the benefits,
                                                                  rights and expectations of conducting Company’s business;
                                                                  (ii) that the area and duration of the protective covenants
                                                                  contained herein are in all things reasonable; and (iii) that
                                                                  good and valuable consideration exists under the Agreement,
                                                                  for Employee's agreement to be bound by the provisions of this
                                                                  Exhibit.



 


		19.	It is expressly acknowledged
                                                                  and agreed that the Parent is intended to be and shall be a
                                                                  third party beneficiary of this Exhibit and shall have the right
                                                                  to enforce this Exhibit against the Employee.



 


IN WITNESS WHEREOF the Employee
has signed this Agreement as of the date first hereinabove set forth.


 


	/s/ Motty Hershkowitz	 
	Motty Hershkowitz	 


 



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