Unassociated Document


    


     

    AMENDMENT
TO

     

    EMPLOYMENT
AGREEMENT

     

    This
Amendment to Employment Agreement (the “Amendment”) is made and
entered into as of December 12, 2006 (“Effective Date”) by and among Wintegra,
Ltd. a company Incorporated under the laws of the State of Israel, with its
principal offices at Ra'anana, Israel (the “Company”), and Shai Shahar, residing
at Israel (the “Employee”).

     

    WHEREAS,
the Company and the Employee previously executed an Employment Agreement
dated November 27, 2006 which was amended in November 2006 (in
the Hebrew language) (the "Employment
Agreement")

     

    WHEREAS,
the Company and the Employee desire to amend certain of the terms of the
employment of Employee

     

    NOW,
THEREFORE, in consideration of the promises and the mutual covenants, terms and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt of which is hereby specifically acknowledged, the parties hereto
agree as follows:

     

    
      	
              1.

            	
              Prior
      Notice.

            


    

    The
parties wish to amend Section 13.2 of the Employment Agreement in its entirety
as follows:

    


    "Each party is entitled to terminate
this Agreement at any time, at the option of either party, upon 90 days' prior
written notice."

    


    
      	
              2.

            	
              Severance

            


    

    Without
derogation of Section 1 and the severance payments due to Employee under
applicable law, upon termination of employment from the Company for any reason,
Employee shall receive payment of the amounts set forth below in consideration
of Employee's undertaking not to compete with the Company.

    


    
      	
               
      

            	
              2.1

            	
              Change of Control
      Severance. If within twelve (12) months of a Change of Control of
      Wintegra Inc. (the "Parent Company"), the
      Company terminates Employee’s employment with the Company for reasons
      other than Cause, death, or Disability or Employee resigns from his
      employment with the Company due to a Constructive Termination, Employee
      will be entitled to receive:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Continuing
      payments of severance pay (less applicable tax withholding) of Salary as
      then in effect, for a period of six (6) months from the Termination Date,
      payable in accordance with the Company’s normal payroll
      policies;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Vesting
      as of the Termination Date of fifty percent (50%) of all unvested options
      granted to Employee; and

            


    

    
       

      
        	
                 
      

              	
                (c)

              	
                Extension
      of the exercise period enabling Employee to exercise his options through
      the first anniversary of the Termination
Date.

              


      

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              3.

            	
              Definitions.

            


    

    
      	
               
      

            	
              (a)

            	
              Cause.  For
      purposes of this Amendment, “Cause” is defined
  as:

            


    

     

    
      	
               
      

            	
              i.

            	
              an
      act of dishonesty made by Employee in connection with Employee's
      responsibilities as an employee;

            


    

     

    
      	
               
      

            	
              ii.

            	
              Employee's
      conviction of, or plea of nolo contendere
      to, a felony;

            


    

     

    
      	
               
      

            	
              iii.

            	
              Employee's
      gross misconduct; or

            


    

     

    
      	
               
      

            	
              iv.

            	
              Employee's
      continued substantial violations of his employment duties after Employee
      has received a written demand for performance from the Company which
      specifically sets forth the factual basis for the Company's belief that
      Employee has not substantially performed his
  duties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Change of
      Control.  For purposes of this Agreement, “Change of
      Control” is defined as:

            


    

     

    
      	
               
      

            	
              i.

            	
              any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) is or becomes the “beneficial
      owner” (as defined in Rule 13d-3 under said Act), directly or
      indirectly, of securities of the Parent Company representing
      fifty percent (50%) or more of the total voting power represented by the
      Parent Company's then
      outstanding voting securities;

            


    

     

    
      	
               
      

            	
              ii.

            	
              a
      change in the composition of the Board of Directors of the Parent Company occurring
      within a two (2) year period, as a result of which fewer than a majority
      of the directors are Incumbent Directors. “Incumbent Directors” will mean
      directors who either (A) are directors of the Parent Company as of the
      date of the consummation of the Parent Company's public
      offering, or (B) are elected, or nominated for election, to the Board
      of Directors of the Parent Company with the
      affirmative votes of at least a majority of the Incumbent Directors at the
      time of such election or nomination (but will not include an individual
      whose election or nomination is in connection with an actual or threatened
      proxy contest relating to the election of directors to the Parent Company);

            


    

     

    
      	
               
      

            	
              iii.

            	
              the
      date of the consummation of a merger or consolidation of the Parent Company with any
      other corporation that has been approved by the stockholders of the
      Parent Company,
      other than a merger or consolidation which would result in the voting
      securities of the Parent Company outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than fifty percent (50%) of the total voting power
      represented by the voting securities of the Parent Company, or such
      surviving entity outstanding immediately after such merger or
      consolidation, or the stockholders of the Parent Company approve a
      plan of complete liquidation of the Parent Company;
  or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              iv.

            	
              the
      date of the consummation of the sale or disposition by the Parent Company of all or
      substantially all the Parent Company's
      assets.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Constructive
      Termination.  “Constructive Termination” means Employee’s
      resignation from his employment within ninety (90) days, plus any
      applicable thirty (30) day cure period, following the occurrence of any of
      the following without Employee’s
consent:

            


    

     

    
      	
               
      

            	
              i.

            	
              a
      significant reduction of Employee’s duties, position or responsibilities
      relative to Employee’s duties, position or responsibilities in effect
      immediately prior to such reduction; provided, however, that a reduction
      in duties, position or responsibilities solely by virtue of the
      Parent Company
      being acquired and made part of a larger entity will not constitute a
      “Constructive Termination”; or

            


    

     

    
      	
               
      

            	
              ii.

            	
              a
      reduction of more than ten percent (10%) by the Company of Employee’s
      Salary as in effect either on the Effective Date or immediately prior to
      such reduction (other than as part of an overall reduction applicable to
      similarly situated senior employees of the Company or its
      successor).

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      each case, prior to Employee being permitted to resign from his employment
      due to a “Constructive Termination”, the Company will have thirty (30)
      days to cure any such alleged breach, assignment, reduction or
      requirement, after Employee provides the Company written notice of
      the actions or omissions constituting such breach, assignment, reduction
      or requirement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Disability.  “Disability”
      means that Employee is determined by the Company to be disabled under the
      provisions of the Disability Insurance, and Employee has received
      long-term disability benefits for a period of at least three (3) months
      under such plan.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Termination
      Date.  Subject to the requirements of Section 1 of this
      Amendment, “Termination Date” means the effective date of any notice of
      termination of employment delivered by one party to the
    other.

            


    

     

    4           Conditions to Receive
Severance Package.  The severance payments described in this
Amendment will be provided to Employee only if Employee executes and
delivers to the Company, and does not revoke, a general release of claims in a
form acceptable to the Company.

     

    5.           Employment
Agreement.  The rights described in this Amendment are in
addition to any rights granted to Employee in the Employment Agreement. All
terms and conditions of the Employment Agreement that are not specifically
amended by this Amendment shall remain in full force and effect.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, the Company and the Employee have executed this Amendment, as
of the day and year first above written.

     

     

    
      
        	 	 	 	/s/
      Shai Shahar	 
	
                 
      WINTEGRA
      LTD.

              	 	 	Shai
      Shahar	 
	 	 	 	 	 	 
	By:	
                /s/
      Sharon Peleg