Unassociated Document


    Exhibit
      10.5
 

    Personal
      Employment Agreement

    


    


    This
      Personal Employment Agreement ("Agreement")
      is
      entered into as of January 1, 2006 by and between IXI
      Mobile (R&D) Ltd.,
      a
      company organized under the laws of the State of Israel, having its principal
      office at 17 Ha’Tidhar Str. Raanana (the "Company")
      and of
      Gideon Barak (“You”
or
      the
      "Employee").

    


    WHEREAS
      Employee
      previously provided services to the Company, including within the framework
      of a
      service management agreement, which agreement has been terminated by agreement
      between the Company and the Employee as of January 1, 2006; and

    


    WHEREAS the
      Company desires to engage Employee for its activities as may be defined from
      time to time, and Employee represents that he has the requisite skill and
      knowledge; and

    


    WHEREAS the
      parties desire to set forth herein the terms and conditions of Employee’s
      engagement by the Company, effective as of the date of this Agreement, as set
      forth below.

    


    NOW
      THEREFORE,
      in
      consideration of the mutual promises contained herein, and intending to be
      legally bound, the parties hereto hereby declare and agree as
      follows:

     

    
      	1.  	
              The
                position

            


    

     

    
      	1.1.  	
              You
                shall be employed in the position of Chairman of the Company, and
                within
                the framework of such position shall also serve as the Chairman of
                the
                Company’s parent corporation, IXI Mobile Inc. (the “Parent
                Company”
                and the “Position”,
                respectively). You shall perform such services and duties as are
                normally
                incident to the Position and that are commensurate with your background,
                education and professional standing or as are otherwise requested
                by the
                Company’s and/or the Parent Company’s Boards of Directors acting in
                coordination (the “Board”).
                You shall work at the direction, and subject to the approval of,
                and shall
                report to, the Board.

            


    

     

    
      	1.2.  	
              You
                shall perform your obligations under the Position in such locations
                as
                shall be determined by you to be required for the fulfillment of
                such
                obligations, provided however that you acknowledge and agree that
                the
                performance of your duties hereunder may require significant international
                travel, including to the Parent Company’s facilities in the U.S. The
                Company acknowledges and agrees that you are engaged in other business
                or
                professional activities, including, without limitation, investing
                and
                forming other companies, managing and holding a board seat with various
                companies and various advisory positions. Subject to the other provisions
                of this Section 1.2, it is agreed that you are being engaged in a
                management position which requires a special degree of skill and
                devotion,
                and therefore you agree to devote the necessary time for the fulfillment
                of your duties under the Position You shall perform your duties diligently
                and in furtherance of the Company's best
                interest.

            


    

     

    
      	1.3.  	
              It
                is hereby acknowledged and agreed that Employee’s Position in the Company
                shall be deemed a senior position and/or one which shall require
                a special
                degree of trust, and/or is a position which does not enable the Company
                to
                supervise the work and rest hours of the Employee, and therefore
                the
                provisions of The Work and Rest Hours Law, 1951 (the “Work
                and Rest Hours Law”),
                shall not apply to Employee’s employment with
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              Term
                and Termination

            


    

     

    
      	2.1.  	
              You
                will commence your duties on the date set forth in Exhibit
                A
                (the "Commencement Date").
                This Agreement shall commence on the Commencement Date and shall
                continue
                until it is terminated as hereafter
                provided.

            


    

     

    
      	2.2.  	
              Either
                party may terminate this Agreement and the employment relationship
                hereunder without any reason or explanation at any time by giving
                the
                other party 90 days prior notice. Notwithstanding the aforesaid,
                in the
                event of a Justifiable Cause (as defined hereafter), the Company
                shall be
                entitled to terminate this Agreement immediately and this Agreement
                and
                the employment relationship shall be deemed effectively terminated
                as of
                the time of delivery of such
                notice.

            


    

    
      	 	 


    

    
      	 	The
              term "justifiable
              cause"
              shall mean (a) a serious breach of trust including but not limited
              to
              theft, embezzlement, self-dealing, prohibited disclosure to unauthorized
              persons or entities of confidential or proprietary information of or
              relating to the Company or your engagement in any prohibited business
              or
              business which is competitive to the business of the Company and its
              subsidiaries or affiliates; (b) any willful failure to perform any
              of your
              fundamental functions or duties hereunder which has or is expected
              to
              seriously damaged the Company, or (c) any other cause which justifies,
              according to applicable law, the termination or dismissal of an employee
              without payment of full severance
              compensation.


    

       


    
      	2.3.  	
              During
                the period following notice of termination by either party, you shall
                cooperate with the Company and use your best efforts to assist the
                integration into the Company of the person or persons who will replace
                you
                and assume your responsibilities. During the aforesaid period, the
                employer-employee relationship shall continue and you shall be entitled
                to
                full Salary and all benefits as provided for in this
                Agreement. 

            


    

     

    
      	3.  	
              Salary

            


    

     

    
      	3.1.  	
              The
                Company shall pay you as compensation for the employment services
                hereunder, an aggregate monthly compensation set forth in Exhibit
                A
                (the “Salary”).
                

            


    

     

    
      	3.2.  	
              The
                Company shall pay you an additional amount set forth in Exhibit
                A
                on
                account of any and all daily travel expenses to which you may be
                entitled
                under applicable law (the “Travel
                Expenses”).

            


    

     

    
      	3.3.  	
              The
                Salary shall be paid in NIS and linked to the US dollar based on
                the
                representative rate of exchange of the US dollar known on the last
                day of
                the month to which the Salary
                relates.

            


    

     

    
      	3.4.  	
              Payment
                of the Salary shall be made no later then the 7th
                day of each calendar month after the month for which the salary is
                being
                paid.

            


    

     

    
      	3.5.  	
              The
                Company shall deduct the required taxes and similar payments from
                the
                Salary and from all other payments made to
                you.

            


    

     

    
      	3.6.  	
              Your
                Salary shall annually reviewed by the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.  	
              Insurance
                Scheme and Benefits

            


    

     

    
      	4.1.  	
              The
                Company shall insure you under an accepted "Manager's Insurance Scheme"
                to
                be selected by the Company, or, if you resquest so, under your existing
                "Manager's Insurance Scheme" (the "Insurance Scheme")
                (provided that in both cases the agent of the Manager’s Insurance Shceme
                shall be selected by the Company), as follows: (i) the Company shall
                pay
                an amount equal to 5% of the Salary towards the Insurance and shall
                deduct
                5% from the Salary and pay such amount towards the Insurance for
                your
                benefit; (ii) the Company shall pay an amount of up to 2.5% of the
                Salary
                toward disability insurance, and (iii) the Company shall pay an amount
                equal to 8 1/3% of the Salary towards a fund for severance compensation.
                

            


    

     

    
      	4.2.  	
              The
                Company shall pay your full Salary, including Insurance Scheme, social
                benefits and fringe benefits, during the period of your military
                reserve
                service (national Insurance Institute payment in connection with
                such
                military reserve duty shall be retained by the Company), subject
                to your
                submitting of the necessary relevant
                documentation.

            


    

     

    
      	4.3.  	
              The
                Company and you shall maintain an advanced study fund (“Keren
                Hishtalmut”). The Company shall contribute to such Fund an amount equal to
                7.5% of the Salary, and you shall contribute to such fund an amount
                equal
                to 2.5% of the Salary. You hereby instruct the Company to transfer
                to such
                fund the amount of your contribution from each monthly Salary
                payment.

            


    

     

    
      	4.4.  	
              It
                is clarified that the amount deducted from your payroll in connection
                with
                the lease and use of the automobile (if applicable) as set forth
                in
                section 5.4, will not be considered a part of the Salary in connection
                with Insurance Scheme and all benefits specified in this
                section.

            


    

     

    
      	5.  	
              Additional
                Benefits

            


    

     

    
      	5.1.  	
              You
                shall be entitled to be reimbursed for your necessary and actual
                business
                expenses in accordance with the Company’s policies, as the same shall
                change from time to time.

            


    

     

    
      	5.2.  	
              You
                shall be entitled to that number of vacation days per year as set
                forth in
                Exhibit A. In the event that your activities on behalf of the Company
                shall preclude or limit your ability to take all or part of such
                vacation
                in any year, you shall be entitled to the balance of such vacation
                only in
                the next succeeding year or, if unable to take the balance in that
                next
                succeeding year, to receive an amount equal to the rate of salary
                then
                applicable to the vacation time not taken during such
                year.

            


    

     

    
      	5.3.  	
              You
                shall be entitled to sick leave and Recreation Pay (“Dmei Havra'a”)
                pursuant to applicable law.

            


    

     

    
      	5.4.  	
              At
                your option, and subject to the Company’s Agreement Regarding the Use of
                Rented/Leased Automobiles by Employees (the “Automobile Agreement”), the
                Company will grant you the right to use an automobile for the period
                of
                your employment and cover the expenses associated therewith as specified
                in the Automobile Agreement, and in such case, your Salary shall
                be
                decreased as set forth in Exhibit
                A.
                If and so long as you are furnished with an automobile as described
                above,
                you shall not be entitled to any Travel Expenses or to similar costs
                under
                any applicable law.

            


    

     

    
      	6.  	
              Confidential
                Information, Invention Assignment, Competition and
                Solicitation

            


    

    
      	 	 


    

    
      	 	You
              hereby acknowledge and represent that you have read and understood,
              and
              that you will comply with, the Confidential Information, Invention
              Assignment, Competition and Solicitation Undertaking attached hereto
              as
              Exhibit B, which constitutes an integral part of this
              Agreement.


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	7.  	
              Transition
                to Service Agreement

            


    

    
      	 	 


    

    
      	 	Company
              and Employee confirm and agree that, upon Employee’s request and at his
              option, Employee’s employment shall be terminated, without the requirement
              of prior notice, and Employee shall instead be immediately therafter
              providing services to the Company in the same position, scope and
              responsibilities pursuant to a service management agreement (the
              “Service Management Agreement”) in a mutually agreeable
              form similar to the terms of this Agreement except that (i)
              employer/employee relationship shall not exist in such relationship;
              (ii)
              sums payable to You shall be made against a duly issued tax invoice
              of any
              designated corporation controlled by You and which shall be designated
              by
              You from time to time,; (iii) the result of such change in the nature
              of
              relationship to a Service Management Agreement shall not result in
              any
              additional cost, liability or expense to the Company; (iv) all
              undertakings in Proprietary Information, Invention Assignment, Competition
              and Solicitation Undertaking shall remain unchanged. For the removal
              of
              doubt, it is hereby clarified that the change in the nature of the
              relationship between You and the Company to a Service Management Agreement
              under the circumstances set forth in this Section 7 shall not constitute
              a
              termination for purposes of any share option plan in effect at such
              time
              and/or any share option agreement entered into between Employee and
              the
              Company.


    

     

    
      	8.  	
              General

            


    

     

    
      	8.1.  	
              The
                preamble and Exhibits to this Agreement constitute an integral part
                thereof. Headings are included for reference purpose only and are
                not to
                be used in interpreting this
                Agreement.

            


    

     

    
      	8.2.  	
              Each
                party represents and warrants to the other party that the execution
                of
                this Agreement and the fulfillment of its terms (i) will not constitute
                a
                breach of, or conflict with, any agreement to which such party is
                a party,
                or other undertaking by which it is bound, and (ii) do not require
                the
                consent of any person or entity.

            


    

     

    
      	8.3.  	
              All
                notices in connection with this Agreement may be given orally, in
                writing
                or in any other form, whether at the Company’s offices or facilities, to
                the addresses set forth herein, or at any other appropriate location
                or
                address. Without derogating from the above, all notices in connection
                with
                this Agreement shall be deemed to have been delivered to the other
                party:
                (1) after three business days from the date of mailing, if sent by
                registered mail, (2) upon actual delivery or proof of delivery at
                the
                address of the addressee (in case of a refusal to accept it) if delivered
                by hand, or (3) upon electronic confirmation of receipt, if delivered
                by
                fax or other electronic means.

            


    

     

    
      	8.4.  	
              No
                failure or delay 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 constitute a waiver of any breach
                by
                either party of any terms of conditions
                hereof.

            


    

     

    
      	8.5.  	
              Any
                determination of the invalidity or unenforceability of any provision
                of
                this Agreement shall not affect the remaining provisions hereof unless
                the
                business purpose of this Agreement is substantially frustrated thereby.
                Should any of the terms contained herein (including in the Exhibits)
                be
                held to be excessively broad, such provision shall be construed in
                a
                manner so as to enable its enforcement to the extent permissible
                under
                applicable law. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	8.6.  	
              This
                Agreement constitutes the entire understanding and agreement between
                the
                parties and supersedes any and all prior discussions, agreements
                and
                correspondence with regard to the subject matter hereof, and may
                not be
                amended, modified or supplemented other than by a subsequent writing
                executed by both parties. The provisions of this Agreement are in
                lieu of
                any collective bargaining agreement, and therefore, subject to applicable
                law, no collective bargaining agreement shall apply with respect
                to the
                relationship between the parties.

            


    

     

    
      	8.7.  	
              The
                laws of the State of Israel shall govern this Agreement and the competent
                courts of Tel Aviv shall have sole and exclusive jurisdiction in
                any
                matter arising out of or relating to this
                Agreement.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first above
      written.

     

     

    
      	
              /s/
                Amit Haller

            	 	
              /s/
                Gideon Barak

            
	
              IXI
                Mobile (R&D) Ltd.

              By:
                Amit Haller

              Title:
                CEO

            	 	
              Employee

              Name:
                Gideon Barak

            


    

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A 

    


    To
      Personal Employment Agreement between

    IXI
      Mobile (R&D) Ltd.
      and
      the employee whose name is set forth herein

     

    
      	Name
              of Employee:   	 	Gideon
              Barak
	 	 	 
	ID
              No. of Employee:  	 	054500434 
	 	 	 
	Address
              of Employee:	 	13
              Hagana Street, Ra’anana, 43422
	 	 	 
	Date
              of Employment Agreement:    	 	As
              of January 1, 2006 
	 	 	 
	
              Date
                on which Employee commenced  employment with the
                Company:

            	 	January
              1, 2006 
	 	 	 
	Salary: 	 	The
              Gross Amount which brings the total cost to the Company to $17,500,
              taking
              into consideration also the following: Managers Insurance; Keren
              Hishtalmut; Vacation Days; Havraa; the car deduction and its attributed
              income; and any mandatory deductions under applicable law 
	 	 	 
	Vacation
              Days Per Year:	 	24
	 	 	 


    

       

    
      	*  	
              The
                Salary and Travel Expenses together shall be deemed to be the Salary
                for
                any and all purposes under this agreement and applicable law. If
                and for
                so long as you should choose to use a Company (leased) car, your
                Salary
                will be: (i) decreased by the amount (“deduction”) specified in the
                Company’s Automobile Policy, and (ii) increased by the amount which
                otherwise would have been paid to you as Travel
                Expenses.

            


    

    


    


    
      	
              /s/
                Amit Haller

            	 	
              /s/
                Gideon Barak

            
	
              IXI
                Mobile (R&D) Ltd.

              By:
                Amit Haller

              Title:
                CEO

            	 	
              Employee

              Name:
                Gideon Barak

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    To
      Personal Employment Agreement between

    IXI
      Mobile (R&D) Ltd.
      and
      Gideon Barak (“you”
or
      the “Employee”)

     

     

    Proprietary
      Information, Invention Assignment, Competition and Solicitation
      Undertaking

    


    


    As
      a
      condition of my employment with IXI Mobile (R&D) Ltd., its subsidiaries,
      parent company(ies), affiliates, successors or assigns (together - the
“Company”), and in consideration for such employment and the compensation paid
      to me by the Company, I hereby agree to the following: 

    


     

    
      	1.  	
              Confidential
                and Proprietary Information 

            


    

     

    
      	1.1.  	
              I
                acknowledge and agree that I may have access to confidential and
                proprietary information concerning the business and financial activities
                of the Company and information and technology from the Company's
                product
                research and development, including without limitation, the Company's
                banking, investments, investors, properties, employees, marketing
                plans,
                customers, suppliers, trade secrets, test results, processes, data,
                know-how, improvements, inventions, techniques and products (actual
                or
                planned). Such information, whether written, oral or in any medium
                or form
                (including any confidential or proprietary information received from
                third
                parties under the Company’s obligation to maintain the confidentiality of
                such information), shall be referred to as "Proprietary
                information".

            


    

     

    
      	1.2.  	
              Proprietary
                Information shall NOT include information that I can show by competent
                documentary evidence (i) was known to me prior to my association
                with the
                Company and can be so proven by documentation; (ii) shall have become
                a
                part of the public knowledge except as a result of my breach of this
                Agreement; or (iii) reflects information and data generally known
                in the
                industries or trades in which the Company
                operates.

            


    

     

    
      	1.3.  	
              I
                agree and declare that all Proprietary Information, patents, trademarks,
                copyrights and other rights in connection therewith shall be the
                sole
                property of the Company and its assigns. At all times, both during
                my
                engagement by the Company and after its termination, I 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 my duties
                hereunder.

            


    

     

    
      	1.4.  	
              Upon
                termination of my employment with the Company, I will promptly deliver
                to
                the Company all documents and materials of any nature pertaining
                to my
                work with the Company, and will not take with me any documents or
                materials or copies thereof containing any Proprietary
                Information.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              Disclosure
                and Assignment of Inventions

            


    

     

    
      	2.1.  	
              From
                and after the date I first became employed with the Company, I undertake
                and covenant that I will promptly disclose in confidence to the Company
                any and all inventions, improvements, designs, concepts, techniques,
                methods, systems, processes, know how, computer software programs,
                databases, mask works and trade secretsof any kind whatsoever, whether
                or
                not patentable, copyrightable or protectible as trade secrets, that
                are
                made or conceived or first reduced to practice or created by me,
                either
                alone or jointly with others, during the period of my employment
                (whether
                or not in the course of my employment) (“Inventions”).

            


    

     

    
      	2.2.  	
              I
                further agree that all Inventions that (a) are developed using equipment,
                supplies, facilities or trade secrets of the Company, (b) result
                from work
                performed by me for the Company, or (c) relate to the Company's business
                or current or anticipated research and development, are and will
                be the
                sole and exclusive property of the Company ("Company
                Inventions").

            


    

     

    
      	2.3.  	
              I
                hereby irrevocably transfer and assign to the Company all worldwide
                patents, patent applications, copyrights, mask works, trade secrets
                and
                other intellectual property rights in any Company Invention, and
                any and
                all moral rights that I may have in or with respect to any Company
                Invention. 

            


    

     

    
      	2.4.  	
              I
                agree to assist the Company, at the Company's expense, in every proper
                way
                to obtain for the Company and enforce patents, copyrights, mask work
                rights, and other legal protections for the Company's Inventions
                in any
                and all countries, and will sign any documents that the Company may
                reasonably request for use in obtaining or enforcing such patents,
                copyrights, mask work rights, trade secrets and other legal protections.
                In
                the event that I do not, for any reason, execute such documents within
                a
                reasonable time of the Company’s request, I hereby irrevocably appoints
                the Company as my attorney-in-fact for the purpose of executing such
                documents on my behalf, which appointment is coupled with an
                interest.

            


    

     

    
      	3.  	
              Competition
                and Solicitation of Employees and
                Customers

            


    

    
      	 	 


    

    
      	 	
              In
                order to protect the Company’s goodwill and its proprietary and other
                legitimate interests, including, but not limited to, Proprietary
                Information, Company Inventions, and the Company’s ability to invest the
                necessary time and resources in its business, research and development,
                and in its present and future employees, including myself (including
                such
                employees’ formal and informal training and the development of their
                skills, knowledge and experience), I hereby agree and undertake as
                follows:

            


    

     

    
      	3.1.  	
              I
                will not, so long as I am employed by the Company and for a period
                of six
                (6) months following termination of my employment for whatever reason,
                directly or indirectly, on behalf of myself or any person, firm,
                partnership, joint venture, corporation or other business entity
                (“Person”),
                either for my own account, or as an advisor, partner, joint venturer,
                executive, agent, consultant, licensor, licensee, salesperson, officer,
                director or shareholder of a Person, engage in any business or venture
                that directly competes with the business of the
                Company.

            


    

     

    
      	3.2.  	
              For
                a period of six (6) months immediately following the termination
                of my
                employment with the Company for any reason, whether with or without
                cause,
                I shall not either directly or indirectly solicit, induce, recruit
                or
                encourage any of the Company's senior management employees to leave
                their
                employment, or take away such employees, nor will I interfere with
                or
                disrupt or attempt to disrupt the Company’s business relationship with any
                of its customers, partners, shareholders or suppliers.
                

            


    

     

     

    Date:
      

    


    


    /s/
      Gideon Barak

    Signature

    


    Name
      of
      Employee: Gideon Barak