Unassociated Document


    Date:
November 27, 2006

    Name:
Shai Shahar

    


    


    Dear
Employee,

    


    Employment
Agreement

    


    We are
pleased to inform you that you have been accepted for employment at Wintegra
ltd. (hereinafter: the “Company”), starting as of
December 12, 2006.  Division into paragraphs and titles are for
purposes of convenience only, and are not to be used for interpretation.
Appendices to this Agreement constitute an integral part of the
Agreement.

    


    This
Agreement is written in the masculine form for purposes of convenience only, and
refers to both men and women.

    


    Terms of
Employment

    


    
      	
              1.

            	
              Your
      Salary

            


    

    


    
      	
            	
              1.1

            	
              The
      Company shall pay you the gross sum of NIS 25,875 per month for full time
      employment (hereinafter: “Salary”).

            


    

    


    
      	
              2.

            	
              Payment
      for Global Hours

            


    

    


    
      	
            	
              2.1

            	
              In
      light of the nature of the position and the expectation that it will be
      necessary to work extra hours, you shall receive a global payment for
      overtime hours in the amount of NIS 8,625 per month for full time
      employment. This payment will be made each month, ex gratia, and for your
      benefit, whether you have worked extra hours or not, and all social
      allowances will be set aside from this
sum.

            


    

    


    
      	
            	
              2.2

            	
              Should
      you demand any additional payment for overtime hours from the Company, you
      will return all global payments paid by the Company to the Company, plus
      lawful linkage and interest on this
sum.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Director’s
      Insurance / Pension Fund and Severance
  Pay

            


    

    


    
      	
            	
              3.1

            	
              The
      Company shall set aside money for a managers insurance policy/ pension
      fund (hereinafter: the “Pension Plan”) owned by
      the Company, to be managed in your name. The Company shall set aside a sum
      equivalent to the rate of 81/3% of the Salary for
      severance (“Severance Allowance”) and a rate of 5% for pension payment
      (“Pension Allowance”) (Severance Allowance and Pension Allowance
      hereinafter referred to jointly as: “Company Allowance”), subject to you
      setting aside, at your expense, an amount equivalent to 5% of Salary for
      pension (hereinafter: the “Employee’s
  Allowance”).

            


    

    


    
      	
            	
              3.2

            	
              In
      addition, the Company will participate in the cost of disability
      insurance, as is customary practice at the
  Company.

            


    

    


    
      	
            	
              3.3

            	
              Upon
      conclusion of employer-employee relations between you and the Company, and
      subject to the following conditions, you shall be entitled to the
      following:

            


    

    


    
      
        	
              	
                3.3.1

              	
                If
      conclusion of employment relations have occurred under circumstances
      entitling you to severance pay by virtue of the Severance Pay Law 5723 –
      1963 (hereinafter: the “Severance Pay Law”) you shall be entitled to the
      money due to you under the Severance Pay Law only, as well as to Pension
      Allowance.

              


      

    

    


    
      
        	
              	
                3.3.2

              	
                If
      conclusion of employment relations have occurred under circumstances under
      which you are not entitled to severance pay by virtue of the Severance Pay
      Law, the Company will transfer your rights in the Company Allowance to
      you, unless during or upon termination of employment relations you have
      caused injury to the Company’s business or have violated your duties to
      the Company under this Agreement and/or under Company
    policy.

              


      

    

    


    
      	
              4.

            	
              Training
      Fund

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              4.1

            	
              The
      Company shall set aside money for you in a continuing education fund
      (hereinafter: the “Fund”), at the rate of 7.5% of Salary. The Company
      shall also deduct 2.5% from Salary and invest this in the Fund. Upon
      conclusion of employment, the Fund and all money accrued therein will be
      transferred to your name, as owner.

            


    

    


    
      	
              5.

            	
              Share
      Options

            


    

    


    
      	
            	
              5.1

            	
              You
      number among the employees entitled to purchase shares of the parent
      company under the employee option plan, as approved by the board of
      directors and at the board of directors’ exclusive
    discretion.

            


    

    


    
      	
            	
              5.2

            	
              The
      number of Company shares you shall be entitled to purchase under the terms
      of the plan shall be 30,000 shares (the “Shares”). The right to purchase
      Shares shall be spread over four years’ employment, and at the end of the
      first year you will be entitled to exercise one quarter of the Shares,
      following which you will be entitled to exercise 1/48 of the Shares every
      month.

            


    

    


    To remove
any doubt, clause 5 to this Agreement and de facto granting of options shall be
performed after the Company’s board of directors has given its approval and
signed an option agreement. Without derogating from the aforesaid, it is hereby
clarified that in the event of any contradiction between the provisions of this
Agreement and the provisions of the Company’s option plan or option agreement,
the resolutions of the board of directors shall prevail, followed by the
provisions of the plan and the option agreement.

    


    
      	
              6.

            	
              Vacation

            


    

    


    
      	
            	
              6.1

            	
              You
      shall be entitled to annual vacation of 21 work days per
    year.

            


    

    


    
      	
            	
              6.2

            	
              The
      number of vacation days shall be adjusted according to Company
      policy.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              6.3

            	
              Annual
      vacation cannot be accrued, and you must take the vacation days to which
      you are entitled during the year, in coordination with the Company and
      with its advance written consent regarding the dates of the vacation. You
      may, after obtaining the Company’s advance written consent, utilize only a
      portion of your vacation days; however, you may not in any event accrue
      any days beyond the days to which you were entitled over the last two
      years of employment with the Company. Unutilized days which cannot be
      accrued may be redeemed by the Company, subject to the provisions of
      law.

            


    

    


    
      	
              7.

            	
              Leisure

            


    

    


    
      	
            	
              7.1

            	
              You
      shall be entitled to payment for leisure time in accordance with the
      expansion order in the market.

            


    

    


    
      	
              8.

            	
              Travel

            


    

    


    
      	
            	
              8.1

            	
              You
      shall be entitled to transportation expenses in accordance with goverment
      orders. (Alternatively, you shall be entitled to a Company car in
      accordance with the provisions of the “Vehicle” agreement attached hereto
      as Appendix B).

            


    

    


    
      	
              9.

            	
              Unique
      Agreement 

            


    

    


    
      	
            	
              9.1

            	
              This
      Agreement is personal, and the terms of your employment are in accordance
      with the provisions of this Agreement
only.

            


    

    


    
      	
            	
              9.2

            	
              No
      provisions of collective agreements, collective arrangements or customs of
      any kind shall apply, beyond the provisions of this
    Agreement.

            


    

    


    
      	
            	
              9.3

            	
              This
      Agreement expresses and exhausts all understandings between yourself and
      the Company, and all settlements, representations, letters or
      understandings which existed during the negotiations prior to your joining
      the Company, insofar as such have not been included in this Agreement, are
      hereby null and void and of no
effect.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              10.

            	
              No
      Restriction on Employee’s
Employment

            


    

    


    
      	
              
              

            	
              10.1

            	
              You
      hereby declare, confirm and undertake that you are entitled to engage
      under this Agreement and take upon yourself the commitments contained
      herein, that no restriction exists by agreement or otherwise on your
      engaging under this agreement or on your employment with the Company, and
      that you are not in violation of any other agreement or undertaking you
      are a party to or were a party to, by engaging under this
      Agreement.

            


    

    


    
      	
            	
              10.2

            	
              You
      hereby declare, confirm and undertake that you shall not disclose or make
      use of any confidential information belonging to any third party during
      the course of your employment with the Company, including to any previous
      employer, advisor or any other third party, without first receiving the
      consent of the information’s owner before
  disclosure.

            


    

    


    
      	
              11.

            	
              Employee’s
      Tasks and Duties

            


    

    


    
      	
            	
              11.1

            	
              You
      will be employed as CFO, and in serving in this position you will be
      governed by and report to the CEO. The Company may alter and adjust your
      position according to its needs and subject to the provisions of
      law.

            


    

    


    
      	
            	
              11.2

            	
              During
      the entire period of your employment with the Company, you shall act
      towards the Company and its employees with honesty, dedication, skill and
      trust.

            


    

    


    
      	
            	
              11.3

            	
              You
      undertake to act in accordance with Company policies as may be from time
      to time and as are brought to your
knowledge.

            


    

    


    
      	
            	
              11.4

            	
              You
      are not permitted to have any additional employment outside the Company
      during the period of your employment with the Company, unless the Company
      has given its advance written consent to
such.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              11.5

            	
              You
      must inform the Company without delay of any issue or matter in which you
      have a personal interest and/or which may create a conflict of interest
      with your position at the Company.

            


    

    


    
      	
              12.

            	
              Sick
      Pay

            


    

    


    
      	
            	
              12.1

            	
              You
      will be entitled to 18 days of sick leave per year, as against doctors’
      certificates.

            


    

    Sick days
are cumulative up to a maximum of 90 days; however, they are in no event
redeemable.

    


    
      	
              13.

            	
              Period
      of Employment and Conclusion

            


    

    


    
      	
            	
              13.1

            	
              You
      will be employed by the Company beginning on the date of record in this
      Agreement, for an undefined period.

            


    

    


    
      	
            	
              13.2

            	
              Each
      party may cause the conclusion of the engagement under this Agreement at
      any time, for any reason whatsoever, by advance notice as provided by law
      and government orders.

            


    

    


    
      	
            	
              13.3

            	
              You
      will be required to work during the advance notice period. However, the
      Company reserves the right not to exercise its right to utilize all or
      some of the advance notice period, and even to terminate employment
      relations between the parties immediately, provided it pays you for the
      advance notice period.

            


    

    


    
      	
            	
              13.4

            	
              To
      remove any doubt it is hereby clarified that the Company reserves the
      right not to utilize the advance notice period for employment purposes
      even if you are the party giving notice of termination of employment
      relations, subject to payment for the advance notice
    period.

            


    

    


    
      	
            	
              13.5

            	
              Notwithstanding
      the aforesaid, the Company may dismiss you immediately and without advance
      notice in any case where an employee has fully or partially forfeited
      severance pay under the law practiced in Israel, including in the case of
      violation of confidentiality or competition provisions and/or breach of
      trust, all subject to the provisions of
law.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              13.6

            	
              The
      Company may deduct any debt you owe the Company from any amount owing to
      you be virtue of this Agreement, subject to the provisions of
      law.

            


    

    


    
      	
            	
              13.7

            	
              You
      undertake to act as follows, immediately upon conclusion of your
      employment with the Company for any
reason:

            


    

    


    
      
        	
              	
                13.7.1

              	
                To
      hand over and/or return to the Company all documents, discs or any other
      magnetic media, letters, records, reports and all other documents in your
      possession related to your work with the Company, and any equipment and/or
      other Company property given to you, including the Company car, telephone,
      employee tag or any other
equipment.

              


      

    

    


    
      
        	
              	
                13.7.2

              	
                To
      delete any information you may have on your personal computer relating to
      the Company or its business. (Deletion of information to be performed in
      coordination with the
Company).

              


      

    

    


    
      
        	
              	
                13.7.3

              	
                To
      perform your departure  in coordination with your superiors,
      including an orderly handover of your position within a reasonable
      timetable as set by your superiors, and orderly transfer of  all
      documents and issues you have been handling to whomever the Company shall
      so instruct, in accordance with the Company
  procedures.

              


      

    

    


    
      	
              14.

            	
              Confidentiality,
      Prohibition of Competition and Protection of Intellectual
      Property

            


    

    


    
      	
            	
              14.1

            	
              You
      undertake to fulfill the provisions of Appendix A to this Agreement, as a
      fundamental condition of engagement under this
  Agreement.

            


    

    


    
      	
              15.

            	
              General

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              15.1

            	
              You
      will bear all taxes deriving from the rights and benefits you will enjoy
      under this Agreement. It is hereby clarified that all sums quoted in this
      Agreement are gross, and lawful tax and all other mandatory payments will
      be deducted from these and from any rights and benefits you will receive
      under this Agreement, including health insurance fees and national
      insurance fees.

            


    

    


    
      	
            	
              15.2

            	
              This
      employment contract constitutes notice under the Notice to Employees Law
      (Employment Conditions) 5761 –
2002.

            


    

    


    
      	
            	
              15.3

            	
              So
      long as no added rights have been granted to the Employee beyond those
      required by law, the notice in this contract does not derogate from any
      rights the Employee benefits from by law, order, collective agreement or
      work contract.

            


    

    


    
      	
            	
              15.4

            	
              Any
      changes in the provisions of this Agreement and the appendices thereto
      must be performed in writing and signed by both
  parties.

            


    

    


    
      	
            	
              15.5

            	
              This
      employment offer shall remain in effect for one week starting on 26
      November 2006.

            


    

    


    


    The Company Directors are pleased to
have you join the Company, wish you success in your position and hope to see you
quickly acclimated and part of the team. 

    


    With best
wishes for your success,

    


    Name:       
Sharon Peleg        

    Position:  
Director, Human Resources

    Signature:
/s/ Sharon Peleg      

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    I have
read this Agreement and its appendices carefully, I comprehend the contents
thereof, agree to the terms contained therein and undertake to fulfill all
undertakings contained therein.

    


    
      
        
          	
                  Signature:                 
      /s/ Shai
      Shahar  

                	
                  date: 
      November 27,
      2006

                
	
                  Name
      of Employee   Shai Shahar    

                	 
      


        

      

    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A

    


    Confidentiality and
Intellectual Property Undertaking

    


    I am
aware that during my employment with Wintegra Ltd. (hereinafter: “Wintegra”) I will be exposed
to and come into possession of Information (as defined below). It has been
explained to me that the information is one of Wintegra’s most primary and
essential assets, and therefore I the undersigned, Shai Shahar ID no. 029019079
hereby declare before you and any of your subsidiary companies and/or related
companies, anywhere in Israel and abroad, as follows:

    


    
      	
              1.

            	
              I
      will maintain complete confidentiality, and will not directly or
      indirectly disclose and/or transfer to any person and/or body, including
      Wintegra employees for whom such information is not required for the
      fulfillment of their tasks, any Information that has reached me and/or
      comes into my possession in future verbally, in writing and/or in any
      manner and/or through any media, as part of my employment with Wintegra
      and/or in connection to my employment with Wintegra, whether directly
      and/or indirectly, including Information that has come to me from others
      related directly and/or indirectly to
Wintegra.

            


    

    


    
      	
              2.

            	
              In
      this guarantee, “Information” shall mean all information and knowledge in
      Wintegra’s  possession at the time being and/or in future or in
      the possession of its designees, related parties and/or linked in any way
      to Wintegra and/or its business and/or operations and/or companies and/or
      corporations and/or related bodies.

            


    

    


    For
purposes of illustration only, and without derogating from the generality of the
aforesaid, Information includes: any information directly or indirectly related
to research and development relating to existing or future products, inventions,
hardware, software, manufacturing processes, discoveries, improvements,
developments, innovations, samples, sketches, drafts, designs, calculations,
diagrams, formulae, computer files, computer programs, data, planning processes,
customer lists, supplier lists, pricing, prices, terms of payment, plans,
commercial secrets, business plans, names of customers, sales, prices, and any
other information relating to Wintegra’s business and/or subsidiary companies
and/or affiliated companies, and/or present and future subsidiary companies, all
of the above whether the information was given for protection of a patent or as
any other intellectual right or not.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              I
      am aware that Wintegra is obligated to confidentiality by virtue of
      agreements it has with suppliers, clients and third parties, and I
      undertake to faithfully fulfill Wintegra’s obligations vis-à-vis these
      bodies and to maintain confidentiality and
  non-competition.

            


    

    


    
      	
              4.

            	
              Should
      the engagement between us be terminated, I hereby undertake that any
      Information on any media whatsoever in my possession or under my control
      will be returned to Wintegra immediately upon notice of conclusion of the
      engagement between us.

            


    

    


    
      	
              5.

            	
              I
      hereby undertake not to directly or indirectly deliver and/or transfer
      material and/or raw material and/or products and/or parts of products
      and/or samples and/or documents and/or discs and/or other media for
      storing information and/or photographed and/or printed and/or duplicated
      articles and the like, containing all or any such aforesaid Information to
      any person and/or body, and not to make any use of such, including
      duplication, manufacture, sale, transfer, copy and distribution, change,
      reproduction of all or any of the Information, save use required for
      performance of my tasks at Wintegra, for Wintegra and for Wintegra’s good
      only.

            


    

    


    
      	
              6.

            	
              I
      hereby undertake to inform, disclose and report to Wintegra regarding any
      Information reaching me in any manner whatsoever, including Information
      which is the fruit of my own idea or development during the period of my
      employment with Wintegra, whether protectable as a patent or not,
      protectable under copyright or other intellectual property or not, given
      to registration or not.

            


    

    


    
      	
              7.

            	
              In
      signing this undertaking, I hereby assign to Wintegra and hereby undertake
      in future to assign all my rights (to remove any doubts, moral rights as
      well), insofar as such exist, in any Information, development, product,
      improvement, renewal, discovery, idea, creation, formula, code, finding,
      research, conclusions, whether protectable as a patent or not, protectable
      under copyright or other intellectual property or not, given to
      registration or not, which I have created/will create, developed/will
      develop, discovered/will discover, myself or together with others, during
      and/or in connection with my employment with Wintegra. (hereinafter: “My
      Work Products”). I hereby confirm that Wintegra shall have exclusive
      intellectual rights in My Work Products in Israel and throughout the
      world, and I will not be entitled to any additional remuneration for such,
      beyond my work wages.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8.

            	
              I
      hereby undertake to cooperate and provide all details required for
      performance of registration, and to help in the preparation of
      registration of patents and/or any other intellectual right in Wintegra’s
      name and/or that of its subsidiary companies and/or related companies in
      Israel and/or abroad, and to sign any document necessary for the purpose
      of registration in Israel and/or abroad, and to cooperate and help
      Wintegra to protect and enforce its rights. This undertaking shall also
      apply after the conclusion of the employment relations between us
      regarding those issues I was involved in during the period of my
      employment, provided that if I am required to assist, Wintegra will bear
      related expenses.

            


    

    


    
      	
              9.

            	
              In
      the event my employment comes to an end, whether I have been dismissed
      and/or resign, I will not deal and/or work in any business and/or
      employment directly and/or indirectly competing with Wintegra’s areas of
      operation and/or those of its subsidiary companies. This undertaking shall
      remain in effect for eight months from the date of conclusion of my
      employment.

            


    

    


    
      	
              10.

            	
              I
      hereby undertake that in the event of conclusion of my employment, I will
      not solicit other Wintegra employees to leave their employment, I will not
      directly or indirectly employ them and will not assist in finding
      employment with competing bodies, unless Wintegra has given its written
      permission allowing me to do so.

            


    

    


    
      	
              11.

            	
              I
      hereby declare and confirm that I am aware of the fact that violation of
      my above undertakings or any part thereof may cause Wintegra or other
      bodies, corporations or related companies very serious and irreversible
      damages, which no monetary compensation will remedy or serve as
      appropriate sanction, and therefore I hereby agree and undertake not to
      object, in the event of violation of any of my undertakings as contained
      herein, that a competent court may issue a temporary injunction and/or
      other orders against me, with the aim of preventing and/or stopping such
      violation.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.

            	
              Without
      derogating from the aforesaid in clause 11 above, I hereby undertake to
      compensate and indemnify Wintegra for any damages and/or expenses caused
      to it or to related companies as a result of violation of my above
      undertakings, including legal expenses and attorneys’ fees, loss and/or
      injury to reputation, without derogating from any remedy and/or sanction
      available by law.

            


    

    


    
      	
              13.

            	
              My
      undertakings as contained herein will remain in effect for a period of
      five years from the date of conclusion of my employment at Wintegra,
      whatever the reason for conclusion of employment may
  be.

            


    

    


    
      	
              14.

            	
              I
      hereby declare and confirm that I am aware that had I not given this
      undertaking, Wintegra would not engage with me or expose any information
      at all to me.

            


    

    


    In
Witness Whereof I hereby set my hand:

    


    


    
      
        
          	
                  Signature:                    
      /s/ Shai
      Shahar

                	
                  date:
      November 27,
      2006

                
	
                  Witness
      to signature  /s/