Unassociated Document


    Exhibit
      10.8


    Addendum
      to Employment Agreement

     

    This
      Addendum dated February 28, 2006, to the Employment Agreement by and between
      IXI
      Mobile, Inc., a Delaware corporation (the “Corporation”)
      and
      Amit Haller (“Employee”)
      effective as of March 1, 2001 as amended on June 1, 2001 (“Addendum
      1”)
      and as
      of January 1, 2006 (“Addendum
      2”)
      (the
“Employment
      Agreement”)
      is
      entered into by and between Company and Employee 
      (the
“Addendum”).

     

    
      	Whereas:  	
              Employee
                is employed by the Corporation as of March 1, 2001, 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 of the Employee’s employment shall be
                automatically 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
                so expressly indicated, in the Agreement and Plan of Merger entered
                into
                as of February 28, 2006 (the "Merger
                Agreement").

            


    

     

    
      	
              3.

            	
              As
                of the Addendum's Effective Date, the terms of Employee’s employment shall
                be modified and the Employment Agreement amended as
                follows:

            


    

     

    
      	 	
              3.1.

            	
              The
                Salary (as defined in Section 3.1 (a) of the Employment Agreement
                and as
                amended by Addendum 1 and thereafter by Addendum 2 to the Employment
                Agreement) shall be increased to the annual gross sum of US$250,000
                (two
                hundred fifty thousand US dollars) payable in 12 monthly installments
                beginning with the monthly installment of the Salary payable for
                the month
                in which the Closing shall occur, with the aforesaid increase in
                the
                Salary being paid for said month on a pro-rata basis, for that portion
                of
                the month following the Closing. 

            


    

     

    
      	 	
              3.2.

            	
              Annual
                Bonus

            


    

     

    
      	 	
              3.2.1.

            	
              In
                addition to the Salary, 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 income of 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.
      

     

    
      	 	
              3.2.2.

            	
              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 3.4 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3. Target
      Bonuses

     

    Options

     

    3.3.1. 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:

     

    3.3.1.1. 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 which were not vested in accordance with the
      foregoing shall
      expire and be of no further effect; and 

     

    3.3.1.2. 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

     

    3.3.1.3. 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.

     

    3.3.2. 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).

     

    3.3.3. The
      Additional Options shall be granted pursuant to the Parent’s US employee share
      option plan. The exercise price of the Additional Options shall be US$5.00
      (five
      US dollars) per share of Parent’s Common Stock issuable upon such
      exercise.

     

    Cash
      Bonuses

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    3.3.4.1. 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”).

     

    3.3.4.2. a
      cash
      bonus of the gross amount of up to US$800,000 (eight hundred thousand US
      dollars) (“Second
      Bonus”)
      upon
      the Employee becoming entitled to the Share Price Bonus under 3.3.4.1 above
      and
      the
      occurrence of any one of the following conditions, as follows: (i) if the Parent
      receives funds upon the exercise of warrants outstanding on the date of the
      Merger Agreement to acquire shares of Parent Common Stock (“Parent
      Warrants”)
      of no
      less than US$ 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 a quarterly
      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 3.3.4.2 exceed US$800,000.

     

    3.3.4.3. (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 to 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. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.4. Section
      2
      of the Employment Agreement shall be deleted and a new Section 2 shall be
      inserted and shall read as follows:

     

    2.
      TERM

     

    Corporation
      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”).
      

     

    In
      the
      event that (i) the Corporation terminates the Employment Agreement for any
      reason (including pursuant to Section 8.1(a) of the Employment Agreement) other
      than a termination by the Board for just cause pursuant to Section 8.1(b) of
      the
      Employment Agreement; or (ii) the Employee terminates the Employment Agreement
      for just cause pursuant to Section 8.1 (c) of the Employment Agreement, Employee
      shall be entitled to the following

     

    (a)
      Salary and benefits set forth in sections 3.1(a) as amended in this Addendum;
      3.1(b), 3.1(c), 3.1(d) and 3.1(e) under 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 triggering events set forth
      in
      Section 3.3.1, if applicable, even if those occur after termination;
      and

     

    (c)
      immediate vesting upon the effective date of termination of all unvested
      Corporation Options and Corporation Shares (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 Corporation's US 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 in the Addendum. 

     

    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 Corporation's obligation to pay Employee
      the Share Price Bonus and the Second Bonus shall survive said terminationand
      be
      payable upon the meeting of any of the conditions set forth in Sections 3.3.4.1
      and 3.3.4.2 , as applicable. 

     

    For
      the
      avoidance of doubt the 90 day notice period set forth in the first paragraph
      of
      Section 2 shall overlap with the Severance Period. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.5. In
      the
      event that (i) the Board of the Corporation terminates the Employment Agreement
      of the Employee for just cause pursuant to Section 8.1(b) of the Employment
      Agreement; or (ii) the Employee terminates the Employment Agreement other than
      for just cause pursuant to Section 8.1 (c) of the Employment Agreement, then
      Employee shall only be entitled to (a) Salary and benefits set forth in sections
      3.1(a) as amended in this Addendum; 3.1(b), 3.1(c), 3.1(d) and 3.1(e) under
      the
      Employment Agreement and 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
      Corporation'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. 

     

    3.6. Section
      8.1 of the Employment Agreement shall be amended by deleting Sections 8.1 (d)
      and 8.1 (e) and replacing them with the following new Section 8.1
      (d):

     

    “(d)
      In
      the event of a termination of this Employment Agreement by either party pursuant
      to Section 2 of this Employment Agreement (as amended by Section 3.4 of the
      Addendum), during the notice period provided in said Section 2 Employee shall
      cooperate with the Corporation and use his best efforts to assist the
      integration into the Corporation’s organization of the person or persons who
      will assume the Employee’s responsibilities. During the aforesaid notice period
      the employer-employee relationship shall continue.”

     

    3.7. Section
      8.2 of the Employment Agreement shall be deleted. 

     

    3.8. Pre-Closing
      Shares

     

    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 US Share Option Plan (the “Shares”)
      which,
      upon conversion to shares of Common Stock of the Parent shall equal 216,000
      shares of the Parent's Common Stock (the “Shares”).
      

     

    
      	 	
              3.8.1.

            	
              With
                regard to shares of Common Stock in the Corporation (the “Corporation
                Shares”)
                and options to purchase Common Stock in the Corporation (the “Corporation
                Options”),
                presently held by Employee, Employee hereby waives any acceleration
                or
                other rights pertaining to any securities held by him which may be
                triggered by the merger transaction among the
                Group.

            


    

     

    
      	 	
              3.9.

            	
              Closing
                Bonus

            


    

     

    Subject
      to the Closing, Employee shall be entitled to a one-time lump-sum bonus in
      the
      gross amount of US$220,000 (Two Hundred Twenty Thousand US dollars) payable
      immediately following the Closing (the “Closing
      Bonus”).
      Employee hereby irrevocably instructs the Corporation to deduct from the net
      amount of the Closing Bonus payable to Employee the full amount of the loan
      outstanding and owed by Employee to the Corporation, in the sum of US$110,000
      (One Hundred Ten Thousand US dollars.

     

    4. 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. 

     

    5. 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.

     

    6. Employee
      confirms that other than an outstanding debt owed to the Employee which, as
      of
      the date of signing this Addendum amounts to $8,334(eight thousand three hundred
      thirty four US dollars), and reimbursement of expenses in the ordinary course
      of
      business, the Corporation or any of its affiliated entities has no outstanding
      debts and liabilities to the Employee arising under any relationship with the
      Corporation 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. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

    
      	IXI
              Mobile Inc.	 	/s/
              Amit Haller
	By:
              /s/ Gideon Barak	 	Amit
              Haller


    

     

    


     

    We
      agree to the above:

     

    /s/
      Israel Frieder

    Israel
      Technology Acquisition Corp.

     

    
      
        
        

      

      
        6