Unassociated Document


    Exhibit
      10.6


    Addendum
      to Employment Agreement

     

    This
      Addendum dated February 28, 2006, to the Employment Agreement by and between
      IXI
      Mobile (R&D) Ltd. (the “Company”)
      (a
      subsidiary of IXI Mobile Inc., the “Corporation”)
      and
      Gideon Barak (“Employee”)
      entered into effective as of January 1, 2006 (the “Employment
      Agreement”)
      is
      entered into by and between Company and Employee 
      (the
“Addendum”).

     

    
      	Whereas:  	
              Employee
                has been engaged by Company since 2000, and since January 1, 2006
                is
                engaged pursuant to the Employment Agreement;


            


    

     

    
      	Whereas:  	
              The
                parties have agreed that, as of the date of the closing of the
                contemplated merger transaction (the “Addendum
                Effective Date”
                and the “Closing”,
                respectively), among the Corporation, the Israel Technology Acquisition
                Corp., and the ITAC Acquisition Subsidiary Corp. (the “Group”)
                and subject thereto, the terms and position of the Employee’s employment
                shall automatically be modified and the Employment Agreement amended,
                in
                accordance with the terms set forth below.


            


    

     

    Therefore,
      it
      is
      hereby stipulated and agreed between the parties as follows:

     

    
      	1.  	
              The
                preface to this Addendum constitutes an indivisible and integral
                part
                thereof.

            


    

     

    
      	2.  	
              Unless
                otherwise defined herein, the capitalized terms appearing herein
                shall
                have the meanings attributed to them in the Employment Agreement
                or, where
                expressly so indicated, in the Agreement and Plan of Merger entered
                into
                as of February 28, 2006 (the “Merger
                Agreement”).

            


    

     

    
      	3.  	
              Starting
                on the Addendum Effective Date the position of the Employee shall
                change
                to co-Chairman of the Group and any reference to Chairman in Employee’s
                Employment Agreement shall as of the Addendum Effective Date change
                to
                “co-Chairman”. Employee agrees that changing his position to “co-Chairman”
                will not be considered as a just cause for termination by the Employee.
                

            


    

     

    
      	4.  	
              As
                of the Addendum Effective Date, the terms of Employee’s engagement shall
                be modified as follows:

            


    

     

    
      	4.1.  	
              Annual
                Bonus

            


    

     

    
      	4.1.1.  	
              In
                addition to the Salary and all other rights and benefits provided
                for
                under Exhibit A of the Employment Agreement, and commencing with
                the 2006
                calendar year, the Employee shall be entitled to an annual bonus
                for each
                calendar year in which he was employed in a gross amount calculated
                as
                follows(the “Annual
                Bonus”):

            


    

     

    A
      gross
      amount equal to 2% (two percent) of that portion of the Group’s net income (as
      such term is defined in Section 2.15 of the Merger Agreement) which exceeds
      the
      amount of the net incomeof the Group in the immediately preceding calendar
      year
      (the “Profit
      Increase”).
      

     

    For
      the
      removal of doubt, it is hereby clarified that the baseline for the calculation
      of the Profit Increase for the 2006 calendar year shall be the net income of
      the
      Corporation in 2005 calendar year and if the financial statements of the
      Corporation for 2005 show no net income then the baseline amount shall be
      zero.

     

    
      	4.1.2.  	
              The
                Annual Bonus shall be paid within five (5) Business Days following
                the
                filing of the Parent’s Annual Report on Form 10K with the Securities and
                Exchange Commission for the relevant year. Subject to the provisions
                of
                Section 4.3 of this Addendum, in the event of a termination of the
                Employment Agreement prior to completion of any calendar year and/or
                prior
                to the publication of the financial statements for a given calendar
                year,
                Employee shall be entitled to the proportionate share of the Annual
                Bonus
                and the Target Bonuses (based upon a calculation of the applicable
                bonus
                for the entire calendar year in which the Employment Agreement has
                been
                terminated), as the case may be, which shall be paid within the timeframe
                provided for in the Addendum.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	4.2.  	
                
                  Target
                    Bonuses

                

              


      

    

     

    Options

     

    
      	4.2.1.  	
              Immediately
                following the Closing, the Board of Directors of the Parent shall
                grant
                Employee options to purchase 750,000 shares of the Parent's Common
                Stock
                (the "Additional
                Options")
                which shall vest in accordance with the following
                terms:

            


    

     

    
      	4.2.1.1.  	
              Upon
                reaching the 2007 Net Profit Target (as defined in, and in accordance
                with
                the terms of, the Merger Agreement), an aggregate number of Additional
                Options shall vest equal to 150,000 multiplied by a fraction (A)
                the
                numerator of which shall be the excess of Parent’s net income of the
                calendar year ending December 31, 2007 over $15,000,000 and (B) the
                denominator of which shall be $10,000,000. In no event shall the
                fraction
                in the preceding sentence exceed one (1); any
                of the foregoing Additional Options not vested in accordance with
                the
                foregoing shall
                expire and be of no further effect; and


            


    

     

    
      	4.2.1.2.  	
              Upon
                reaching the 2008 Net Profit Target (as defined in, and in accordance
                with
                the terms of, the Merger Agreement) an aggregate number of Additional
                Options shall vest equal to 150,000 multiplied by a fraction (A)
                the
                numerator of which shall be the excess of Parent’s net income for the
                calendar year ending December 31, 2008 over $20,000,000 and (B) the
                denominator of which shall be $25,000,000. In no event shall the
                fraction
                in the preceding sentence exceed one (1); any
                of the foregoing Additional Options not vested in accordance with
                the
                foregoing shall
                expire and be of no further effect;
                and

            


    

     

    
      	4.2.1.3.  	
              450,000
                of the Additional Options, a third of which shall vest upon and be
                conditional upon achievement of each of the First Share Price Trigger
                (150,000 Additional Options), the Second Price Trigger (150,000 Additional
                Options), and the Third Price Trigger (150,000 Additional Options)
                (as
                each term is defined in, and in accordance with the terms of, the
                Merger
                Agreement). Provided, however, that the First Share Price Trigger,
                the
                Second Price Trigger, and the Third Price Trigger shall be deemed
                to have
                occurred only if such relevant Share Price shall have remained
                during
                any twenty (20) Trading Days during any thirty (30) consecutive Trading
                Day period at any time during the period commencing on the Closing
                and
                ending on the fourth anniversary thereof. Upon
                the fourth
                anniversary from Closing, any Additional Options not vested in accordance
                with the foregoing shall expire and be of no further
                effect.

            


    

     

    
      	4.2.2.  	
              The
                foregoing vesting schedule shall be accelerated in every event where
                the
                Holders and the Derivative Holders (as such terms are defined in
                the
                Merger Agreement) shall be entitled to acceleration of the issuance
                of any
                Additional Shares (as such term is defined in the Merger
                Agreement).

            


    

     

    
      	4.2.3.  	
              The
                Additional Options shall be granted pursuant to the Parent’s employee
                share option plan to be established under Section 102 of the Israel
                Tax
                Ordinance. The exercise price of the Additional Options shall be
                US$5.00
                (five US dollars) per share of Parent’s Common Stock issuable upon such
                exercise

            


    

     

    Cash
      Bonuses

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	4.2.4.  	
              In
                addition to the Additional Options, Employee shall be entitled to
                the
                following cash bonuses:

            


    

     

    
      	4.2.4.1.  	
              a
                cash bonus in the gross amount of US $200,000 (two hundred thousand
                US
                dollars) upon achievement of the First Share Price Trigger during
                any
                twenty (20) Trading Days during any thirty (30) consecutive Trading
                Day
                period at any time during the period commencing on the Closing and
                ending
                on the fourth anniversary thereof (the "Share
                Price Bonus");
                and

            


    

     

    
      	4.2.4.2.  	
              a
                cash bonus of the gross amount of up to US$800,000 (eight hundred
                thousand
                US dollars) (“Second
                Bonus”)
                upon the employee becoming entitled to the Share Price Bonus under
                4.2.4.1
                above and
                the occurrence of any
                one of the following conditions, as follows: (i) if the Parent receives
                funds upon the exercise of warrants outstanding on the date of the
                Merger
                Agreement to acquire shares of Parent Common Stock (“Parent
                Warrants”)
                of no less than US$ 45 million, the Employee shall be entitled to
                the full
                amount of the Second Bonus; (ii) if the Parent’s Board calls for the
                cashless exercise of the lower of (a) all outstanding Parent Warrants
                or
                (b) 69% of the Parent Warrants, the Employee shall be entitled to
                the full
                amount of the Second Bonus; and (iii) if Parent receives proceeds
                from the
                exercise of Parent Warrants in the amount of less than US$45 million,
                then
                a proportionate amount of the Second Bonus shall be payable to Employee
                -
                the sum of which shall be calculated by multiplying the Second Bonus
                by a
                fraction, the numerator of which shall be the amount of such proceeds
                and
                the denominator of which shall be US$45 million. Sums payable under
                (iii)
                above shall be calculated and payable on an annual basis and shall
                be
                deemed on account of payments due under (i) and (ii) above. Under
                no event
                will the aggregate amount payable to Employee under this subsection
                4.2.4.2 exceed US$800,000.

            


    

     

    
      	4.2.5.  	
              (a)
                cash bonuses in the gross amount of US $200,000 (two hundred thousand
                US
                dollars) each for the achievement of each of the (i) the Revenue
                Target
                (as defined in the Merger Agreement) during calendar year 2006; (ii)
                the
                Second Price Trigger; and (iii) the Third Price Trigger; (b) upon
                reaching
                the 2007 Net Profit Target, a cash bonus in the gross amount of US$200,000
                (two hundred thousand US dollars) multiplied by a fraction (A) the
                numerator of which shall be the excess of Parent’s net income of the
                calendar year ending December 31, 2007 over $15,000,000 and (B) the
                denominator of which shall be $10,000,000. In no event shall the
                fraction
                in the preceding sentence exceed one (1); (c) Upon reaching the 2008
                Net
                Profit Target, a cash bonus in the gross amount of US$200,000 (two
                hundred
                thousand US dollars) multiplied by a fraction (A) the numerator of
                which
                shall be the excess of Parent’s net income for the calendar year ending
                December 31, 2008 over $20,000,000 and (B) the denominator of which
                shall
                be $25,000,000. In no event shall the fraction in the preceding sentence
                exceed one (1). The bonuses included in this Section shall be referred
                herein as the “Target
                Bonuses”.
                

            


    

     

    Provided,
      however that the Second Price Trigger, and the Third Price Trigger shall be
      deemed to have occurred only if such relevant Share Price shall have remained
      during
      any twenty (20) Trading Days during any thirty (30) consecutive Trading Day
      period at any time during the period commencing on the Closing and ending on
      the
      fourth anniversary thereof. 

     

    


     

    
      	4.3.  	
              Section
                2.2 of the Employment Agreement shall be amended and restated as
                follows:

            


    

     

    2.2
      Company and Employee may terminate this Agreement at any time and for any reason
      upon 90 days’ prior written notice to the other party (the “Termination
      Notice”). 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that (i) the Company terminates this Agreement for any reason, other
      than
      a Termination for Cause (defined below); or (ii) the Employee terminates this
      Agreement for Justifiable Reason (defined below), Employee shall be entitled
      to
      the following:

     

    (a)
      Salary and benefits set forth in Sections 3, 4, and 5 of the Employment
      Agreement which would have been due to him in a twelve-month period following
      the furnishing of the Termination Notice (the “Severance
      Period”);
      and

     

    (b)
      un-expired Additional Options not yet vested as of the effective date of
      termination shall not expire and shall vest upon the triggering events, if
      applicable, set forth in Section 4.2.1 even if those occur after termination;
      and

     

    (c)
      immediate vesting upon the effective date of termination of all unvested
      Corporation Options (defined below);

     

    (d)
      extension of the exercise period of all Corporation Options and all vested
      Additional Options to the full term of said options pursuant to the relevant
      share option plan in place with regard to said options, and in the absence
      of a
      provision in the share option plan in this regard, the full term of said options
      shall be 10 years or earlier upon so called "Change of Control" events as set
      forth in the Company's Israeli Share Option Plan ("Plan");
      upon a
      so called "Change of Control" event such Corporation Options and Additional
      Options shall be subject to adjustment/swap/early exercise in the same manner
      as
      other Options subject to the Plan.

     

    (e)
      Target Bonuses and Annual Bonuses which would have been due to him during the
      Severance Period; In the event that such Severance Period ends prior to
      completion of any calendar year and/or prior to the publication of the financial
      statements for a given calendar year, Employee shall be entitled to the
      proportionate share of the Annual Bonus and the Target Bonuses (based upon
      a
      calculation of the applicable bonus for the entire calendar year in which the
      Severance Period ends), as the case may be, which shall be paid within the
      timeframe provided for herein. 

     

    In
      addition to the foregoing, in the event that the First Share Price Trigger
      during
      any twenty (20) Trading Days during any thirty (30) consecutive Trading Day
      period is
      achieved following the effective date of termination, but before the lapse
      of
      the fourth anniversary from Closing, the Company's obligation to pay Employee
      the Share Price Bonus and the Second Bonus shall survive said termination and
      be
      payable upon the meeting of any of the conditions in accordance with Section
      4.2.4.1 and 4.2.4.2 as applicable.

     

    For
      the
      avoidance of doubt, the 90-day notice period set forth in the first paragraph
      of
      Section 2.2 above shall overlap with the Severance Period. 

     

    “Termination
      for Cause”
shall
      mean a termination by the Company as a result of (i) a material breach by the
      Employee of the Employment Agreement which is not cured by the Employee within
      thirty (30) days after his receipt of notice thereof from the Company; and/or
      (ii) any action by the Employee to intentionally harm the Company which is
      not
      rectified by the Employee within thirty (30) days after his receipt of notice
      thereof from the Company (iii) any act of moral turpitude by Employee or action
      by the employee to intentionally harm the Corporation.

     

    “Justifiable
      Reason”
shall
      mean (i) an action by the Company to substantially change the functions, rights
      or duties of the Employee; and/or (ii) a material breach by the Company of
      any
      of the provisions of this Agreement, as amended by the Addendum, which is not
      cured within thirty (30) days of the date the Company was notified, in writing,
      of such breach; and/or (iii) a requirement by Company that the Employee relocate
      to a business location outside of Israel; and/or (iv) any action by the Company
      to intentionally harm the Employee which is not rectified by the Company within
      thirty (30) days after its receipt of notice thereof from the Employee.


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	4.4.  	
              In
                the event of (i) a Termination for Cause; or (ii) a termination by
                Employee of the Employment Agreement other than for Justifiable Reason
                ,
                then Employee shall only be entitled to (a) Salary and benefits set
                forth
                in Sections 3, 4 and 5 of the Employment Agreement and (b) Annual
                Bonuses,
                Target Bonuses, Share Price Bonus, Second Bonus, and Additional Options
                (subject to vesting events and conditions precedent set forth in
                this
                Addendum ), which would have been due to him in a three-month period
                following the furnishing of the Termination Notice. Any Additional
                Options
                and Corporation Options vested prior to expiry of the three months
                period
                shall be exercisable no later than 6 months following such date or
                earlier
                upon so called "Change of Control" events as set forth in the Company's
                Plan; upon a so called "Change of Control" event such Corporation
                Options
                and Additional Options shall be subject to adjustment/swap/early
                exercise
                in the same manner as other options subject to the
                Plan.

            


    

    
      
        
          
             

            
              	 4.5  	
                      
                        Pre-Closing
                          Shares

                      

                    


            

          

        

      

    

     

    
      	4.5.1.  	
              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
                issue to
                the Employee that number of shares of the Corporation’s Common Stock,
                pursuant to the Corporation’s share option plan established under Section
                102 of the Israel Tax Ordinance (the “Shares”),
                which upon conversion to shares of Common Stock of the Parent shall
                equal
                216,000 shares of the Parent’s Common Stock


            


    

     

    
      	4.5.2.  	
              With
                regard to options presently held by Employee to purchase Common Stock
                in
                the Corporation (the “Corporation
                Options”),
                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.

            


    

     

    
      	5.  	
              The
                parties hereto confirm that the Employee has engaged, and shall continue
                to engage, in other business or professional activities as set forth
                in
                Section 1.2 of the Employment Agreement and that he shall continue
                to
                devote the same portion of his business time to the fulfillment of
                his
                duties towards the Company as he has done prior to the date
                hereof.

            


    

     

    
      	6.  	
              The
                provisions of this Addendum are subject to the Closing and are in
                amendment of the provisions of the Employment Agreement. In the event
                of
                an inconsistency between the provisions of the Employment Agreement
                and
                the provisions of this Addendum, the provisions of this Addendum
                shall
                prevail. 

            


    

     

    
      	7.  	
              For
                the removal of doubt it is hereby clarified that, other than as
                specifically amended hereby, the provisions of the Employment Agreement
                shall remain in full force and
                effect.

            


    

     

    
      	8.  	
              Employee
                confirms that for purposes of severance pay under Israeli law and/or
                his
                Employment Agreement, his employment period commences on January
                1, 2006
                and any service provided by Employee to the Company prior to such
                date in
                any capacity shall not be deemed a period of employment for severance
                pay
                purposes. Employee hereby fully and forever waives any claims and/or
                demands for severance pay for the period preceding January 1, 2006.
                Employee further confirms that other than an outstanding debt which,
                as of
                the date of signing this Addendum amounts to US$261,000 (two hundred
                sixty
                one thousand US dollars) and reimbursement of expenses in the ordinary
                course of business, the Company or any of its affiliated entities,
                including the Corporation, has no outstanding debts and liabilities
                to the
                Employee arising under any relationship with the Company preceding
                the
                signing date of this Addendum and that he has no claims, demands
                and
                requests from the Company for any such debts and liabilities. For
                the
                removal of doubt, it is hereby clarified that the foregoing confirmation
                does not apply to any debt or liability that may arise following
                the date
                of signing of this Addendum.

            


    

     

    
      	9.  	
              If
                Employee converts his Employment Agreement into a Service Management
                Agreement under Section 7 of his Employment Agreement, then this
                Addendum
                shall be adjusted accordingly so as to apply to such alternative
                legal
                relationship with the Employee at no additional cost or expense upon
                the
                Group.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have hereby duly executed this Addendum
      on
      the day and year first set forth above.

     

    
      	IXI
              Mobile (R&D) Ltd.	 	/s/
              Gideon Barak
	By:
              /s/ Amit Haller	 	Gideon
              Barak


    

     

     

     

    We
      agree to the above:

     

    /s/
      Israel Frieder

    Israel
      Technology Acquisition Corp.

     

    
      
        
        

      

      
        6