Unassociated Document


    Exhibit
      10.1

    

      To:
        Yaniv
        Arieli

      Date:
        August 18th,
        2005

      


      Dear
        Employee,

      


      Personal
        and Special Employment Agreement (“Special Agreement”)


      


      We
        are
        pleased to extend an offer of employment to you at Ceva D.S.P Ltd. (the
“Company”),
        as a
        new employee of the Company for every purpose and matter and this commencing
        on
        August 1st,
        2005.


      


      You
        shall
        be employed by the Company in the position of: CFO

      


      You
        shall
        be subject and report to CEO or any other officer as the Company decides
        and
        directs from time to time. For the avoidance of any doubt, it is hereby
        expressed that the Company may alter your position and subordination, at
        its
        discretion. 

      


      
        	1.  	
                Salary
                  and Overtime Pay

              


      

      


      
        	a.  	
                As
                  compensation for your performance, the Company shall pay you a
                  basic gross
                  annual salary of 126,000 USD (the “Salary”),
                  which shall be paid in NIS according to the exchange rate of the
                  USD at
                  the day of the payment.

              


      

      
        	 	 


      

      
        	b.  	
                In
                  addition to the Salary, you shall be paid annually, the gross amount
                  of
                  14,000 USD, which shall be paid in NIS according to the exchange
                  rate of
                  the USD at the day of the payment, as global consideration for
                  any
                  overtime you may work beyond the Company customary working hours
                  for
                  employees of your position, and this, irrespective of the actual
                  overtime
                  worked (the "Overtime
                  Pay").
                  

              


      

      


      
        	c.  	
                The
                  above-mentioned Salary and Overtime Pay includes a cost-of-living
                  supplement based on the cost of living index most recently published
                  prior
                  to the date of this Agreement, and shall be updated in accordance
                  with the
                  adjustments applicable by the law from time to time.
                  

              


      

      


      For
        the
        avoidance of any doubt, it is hereby expressed that the aforementioned Salary
        and Overtime Pay constitutes the overall consideration for your work and
        in view
        of your position and status you shall not be entitled to any additional
        consideration, of any form, for your work during overtime hours and on weekends
        or holidays, insofar as required of you.

      


      
        	2.  	
                Employment
                  Period and Termination
                  Thereof

              


      

      


      
        	2.1  	
                Your
                  employment with the Company shall commence on the date specified
                  in the
                  Special Agreement, and shall not be limited in time.
                  

              


      

      


      
        	2.2  	
                In
                  the event that the duration of your employment with the Company
                  shall
                  exceed a period of three (3) months, your employment may be terminated
                  by
                  either party at any time for any reason pursuant to the delivery
                  of 6
                  months prior written notice by the terminating party (the “Notice
                  Period”).

              


      

       

      
        
          

        

      

      
      

      


      
        	2.3  	
                The
                  provisions of Section 3 of Appendix "A" attached hereto shall apply
                  to the
                  terms of termination of your
                  employment.

              


      

      


      
        	                           3.	
                Company
                  Car 

              


      

      


      
        	 	 	
                You
                  shall be entitled to a Company car in accordance with the Company’s
                  internal policies. The Company shall bear all expenses relating
                  to the use
                  and maintenance of the car, excluding taxes imposed on you as a
                  result of
                  the car being placed at your disposal pursuant to the instructions
                  of the
                  Israeli tax authorities and excluding fines and/or parking
                  tickets.

              


      

      


      Upon
        the
        termination of your employment for any reason, with or without cause, you
        shall
        be obligated to return the car to the Company in a proper state of repair.
        For
        the avoidance of doubt, it is hereby clarified that you shall not be entitled
        to
        place a lien on the car to secure any debts or liabilities of the Company
        to you
        or in any other instance whatsoever.

      And
        all
        subjects to Car Procedure plan of the Company.

      


         

      4. 
Working
        Hours

      


      Your
        working hours shall be from 08:00 AM - 17:15 PM, including 3⁄4 hour for lunch
        break, 5 days per week, on a full time job basis. 

      As
        aforementioned, you are expected to work during overtime hours if it is so
        required in order to fulfill your obligations according to this Special
        Agreement.

      


      5. 
Manager’s
        Insurance Plan and Severance Pay

      


      
        	           5.1 
 	
                Within
                  the framework of the Company policy, the Company shall allocate
                  to a
                  Managers Insurance Policy or to a Pension Fund (the “Insurance
                  Fund”),
                  according to your choice, which shall remain property of the Company,
                  an
                  aggregated amount equal to thirteen and a third percent (13.33%)
                  in the
                  following portions; five percent (5%) of the Salary and the Overtime
                  Pay
                  for pension compensation and eight and a third percent (8.33%)
                  of the
                  Salary and the Overtime Pay to severance compensation. The Company
                  shall
                  deduct from the Salary an aggregated amount equal to five percent
                  (5%) of
                  the Salary and the Overtime Pay for the Insurance Fund.
                  

              


      

      
        


        
          	                 	
                  
                    In
                      addition, the company shall allocate money for disability insurance
                      in
                      accordance with the company’s accepted
                      policies.

                  

                


        

      

       

       

      
        	           5.2 
                	
                The
                  aforementioned allocations shall be on account of severance pay
                  according
                  to the Severance Pay Law 5723-1963 (the “Severance
                  Pay Law”),
                  if you are entitled to same. 

              


      

      


      
        	           5.3 	
                In
                  the event that the Company terminates your employment, the Company
                  shall
                  release the monies accumulated on your behalf in the Insurance
                  Fund,
                  unless you are not eligible to severance pay under the provisions
                  of the
                  Severance Pay Law and/or you are in breach of your fiduciary duty,
                  including but not limited to a commission of a felonious crime
                  that is
                  connected with your employment and/or you are in breach of Section
                  3.4 of
                  Appendix "A" attached hereto and/or you are in breach of your obligations
                  re confidentiality, non-competition and intellectual property,
                  as defined
                  in Section 4 of Appendix "A" attached
                  hereto.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 5.4 
                  

              	
                Notwithstanding
                  the provisions of clause 5.3 above, it is hereby clarified that
                  in the
                  event of your resignation from the Company, the Company shall release
                  the
                  monies accumulated on your behalf in the pension component ("tagmulim")
                  within the Insurance Fund (employee's and employer's
                  contributions(,
                  and shall consider, at its sole discretion releasing to you the
                  monies
                  accumulated on your behalf in the severance component within the
                  Insurance
                  Fund, notwithstanding the fact that the Company is not obliged
                  to do so,
                  and in consideration with the circumstances in which your employment
                  was
                  terminated. 

              


      

      


      6. 
Advanced
        Study Fund

      


      The
        Company shall make monthly contributions on your behalf to a recognized advanced
        study fund (the “Study
        Fund”)
        in an
        amount equal to 7.5% of the Salary and the Overtime Pay. In addition, the
        Company shall deduct 2.5% from the Salary and the Overtime Pay to also be
        paid
        to the Study Fund. 

      


      


      7. 
Convalescence
        (“Havra’ah”) 

      


      You
        shall
        be entitled to 10 convalescence days per year, in accordance with Company's
        policy (however no less than the quota determined by Israeli Law). 

      


      


      8. 
Vacation

      


      
        	           8.1 
                	
                You
                  shall be entitled to an annual 23 working days paid vacation (the
                  "Annual
                  Vacation").

              


      

      


      
        	           8.2 
                 
	
                You
                  will coordinate any vacation of more than 3 days at least one month
                  in
                  advance with your supervisor. 

              


      

      


      
        	           8.3 
                 
	
                It
                  is hereby expressed that you must make every effort to exercise
                  your
                  Annual Vacation; however, if you are unable to utilize all the
                  vacation
                  days, you shall be entitled to accumulate the unused balance of
                  the
                  vacation days standing to your credit up to a ceiling of double
                  the number
                  of annual vacation days that you are entitled to accumulate according
                  to
                  Israeli Law (the “Ceiling"),
                  provided that you take at least seven consecutive annual working
                  days
                  vacation. 

              


      

      


      
        	           8.4 	
                If
                  you accumulate vacation days exceeding the Ceiling, the balance
                  shall be
                  redeemed at the beginning of each calendar
                  year.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	           8.5 	
                The
                  Company may instruct you to use your Annual Vacation, in the event
                  that
                  Company employees are sent by the Company on an organized vacation.
                  

              


      

      


      9. 
Sick
        Leave

      


      You
        shall
        be entitled to 18
        annual paid sick days.
        All
        absences must be accompanied by a medical certificate.

      


      Sick
        leave may be accumulated up to a ceiling of 90 days, but may not be redeemed
        under any circumstances.

       

      10.   
        Military
        Reserve Duty

      


      In
        the
        event that you are called to military reserve duty (including a “one-day”
        military reserve duty), you shall immediately notify the Company, and the
        Company shall pay you your full consideration for those dates you are called
        to
        military reserve duty, provided that you supply the Company with a due
        certificate in order to receive the amounts due from the National Insurance
        Institute. 

      


      11. Additional
        Benefits

      


      The
        management of the Company may recommend to Company's board of directors (the
        "Board")
        the
        grant of options to purchase ordinary shares of the Company, under the Company’s
        stock option plan valid on the date of grant and subject to the approval
        of the
        Board.

      It
        is
        hereby clarified that the grant of options is subject to the Board’s approval in
        accordance with the Company's procedures.

      


      For
        the
        avoidance of any doubt it is hereby clarified that the aforementioned shall
        not
        oblige the Company to recommend to the Board upon such grant, and you shall
        have
        no claims or demands had the Company not recommended upon such
        grant.

      


      12. General

      


      The
        Company may hold, once a year, a salary review in which it may decide whether
        to
        grant a bonus to all or any of its employees at its sole discretion. In the
        event that such salary review is held, the Company may consider your candidacy
        to receive such a bonus.

      


      It
        is
        hereby clarified that the Company is not obliged to hold such salary review
        and/or to grant any benefits or bonus to all or any of its employees or to
        you.
        Furthermore, you hereby undertake that you shall have no claim or demand
        in the
        event that the Company decides not to hold such salary review and/or not
        to
        grant any benefits or bonus to all or any of its employees or to
        you.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      13. Confidentiality,
        Non-Competition/Non-solicitation and Intellectual
        Property

       

      You
        hereby declare, that you are obliged to the provisions of the Confidentiality,
        Non-Competition/Non-solicitation and Intellectual Property clause, as described
        in Section 4 of Appendix "A" attached hereto.

      


      In
        addition to the terms and conditions specified above, the other terms and
        conditions of your employment shall be in accordance with the procedures
        of the
        Company from time to time, as specified in Appendix "A" attached hereto.
        

       

      Please
        carefully read the Special Agreement and the appendixes annexed thereto and
        sign
        the declaration at the foot of Appendix "A" attached hereto.

      


      In
        light
        of Notice Of Employment Law (Employment Terms), 5762-2002 and the regulations
        thereof, attached as Annex "B" is a Notice Of Employment Terms of the
        Employee.

      


      


      The
        Management of the Company is pleased to have you join the Company staff,
        wishes
        you success in your position and hopes to see you absorbed and integrated
        into
        its team of employees. 

      


      


      Yours
        faithfully and wishing you success, 

       

       

      
        	Name: 	 	Nurit
                Doron 
	 	 	 
	Position: 	 	VP
                Human Resources 
	 	 	 
	Address:  	 	2
                Hamaskit St., Herzlia 


      

      


      I
        have
        carefully read this agreement and its appendixes thereto, I have understood
        the
        contents thereof and I agree to the terms and conditions included therein
        and
        undertake to perform all the obligations therein. 

       

      
        	
                Signature:

              	
                 

              	
                ______________________________

              
	 	 	 
	
                Employee's
                  name:

              	
                 

              	
                
                  ______________________________

                

              
	 	 	 
	
                Identity
                  number:

              	
                 

              	
                
                  ______________________________

                

              
	 	 	 
	
                Identity
                  number:

              	
                 

              	
                
                  ______________________________

                

              
	 	 	 
	
                Address:
                  

              	
                 

              	
                
                  ______________________________

                

              
	 	 	 
	
                Date:

              	 	
                ______________________________

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      APPENDIX
        "A" TO PERSONAL AND SPECIAL EMPLOYMENT AGREEMENT

      


      1. General
        

    

    
      


      
        	        1.1 
                	
                
                  This
                    agreement constitutes an integral part of the personal and special
                    employment agreement dated August 18th
                    2005 between Yaniv Arieli (the “Employee”)
                    and Ceva DSP Ltd. (the “Company”)
                    (the “Special
                    Agreement"),
                    and wherever reference is made to this “Agreement”, the meaning is this
                    agreement and the Special Agreement.


                

              


      

    

    


    
      	        1.2 
              	
              Unless
                otherwise provided in this Agreement, the provisions of any collective
                agreement (“Heskem Kibutsi”), collective arrangement (“Hesder Kibutsi”) or
                other custom of any kind shall not apply, unless otherwise determined
                by
                applicable law.

            


    

    


    
      	        1.3 
              	
              The
                Employee warrants, confirms and undertakes that he is entitled to
                enter
                into this Agreement and to assume all the obligations pursuant hereto,
                that there is no contractual or other impediment to his entering
                into this
                Agreement. 

            


    

    


    
      	        1.4 
              	
              The
                Employee hereby warrants that he has no medical or other problems
                which
                might prevent him from performing his obligations to work for the
                Company.
                The Employee shall notify the Company of any change in his state
                of
                health. 

            


    

    


    2. Position
      and Duties

    


    
      	        2.1 
              	
              During
                the employment period with the Company, the Employee shall honestly,
                diligently, skillfully and faithfully serve the Company. The Employee
                undertakes to devote all his working time, efforts and the best of
                his
                qualifications and skill to promoting the business and affairs of
                the
                Company, to comply with the policy and working arrangements of the
                Company, to loyally and fully comply with the decisions of the Company,
                its management and his supervisors.


            


    

    


    
      	        2.2 
              	
              The
                Employee shall not, without the prior written authorization of the
                Company, directly or indirectly undertake any other employment, whether
                as
                an employee of another employer or independently as an agent or consultant
                or in any other manner (whether for compensation or otherwise), and
                shall
                not assume any position or render services in any of the above-stated
                manners to any other entity.

            


    

    


    
      	        2.3 
              	
              The
                Employee undertakes to notify the Company immediately and without
                delay of
                any matter or subject in respect of which he has a personal interest
                and/or which might create a conflict of interests with his position
                in the
                Company. 

            


    

    


    3. Employment
      Period and Termination Thereof

    


    
      	        3.1 
              	
              During
                the Notice Period as described in Section 2 of the Special Agreement,
                the
                Employee shall continue to render services to the Company until the
                termination of the Notice Period. Nevertheless, the Company shall
                have the
                right not to take advantage of the full Notice Period and may even
                terminate the employment at any time during the Notice Period. In
                the
                event of such termination, the Company shall pay the Employee his
                Salary
                and Overtime Pay for the remainder of the Notice
                Period.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      


      
        	              
                   	
                For
                  the avoidance of any doubt, it is hereby expressed that the Company
                  reserves this right in both the event the notice of termination
                  of
                  employment was delivered by it or in the event that it was delivered
                  by
                  the Employee,
                  and the latter case shall not constitute a dismissal of employment
                  by the
                  Company 

              


      

    

    


    
      	        3.2 
              	
              Notwithstanding the
                foregoing, the Company may terminate the employment without the delivery
                of a prior written notice,
                in
                the event that The employee is not eligible to severance pay under
                the
                provisions of the Severance Pay Law and/or is in breach of his fiduciary
                duty, including but not limited to a commission of a felonious crime
                connected with his employment and/or he is in breach of his undertakings
                according to Section 3.4 henceforth and/or he is in breach of his
                obligations re confidentiality, non-competition and intellectual
                property,
                as defined in Section 4 henceforth.

            


    

    


    
      	        3.3 
              	
              In
                the event that the Employee terminated his employment with the Company,
                for any reason, without the delivery of a prior written notice, the
                Company is entitled to deduct from any debt which it owes the Employee
                an
                amount equal to the salary that would have been due to the Employee
                for
                the Notice Period during which he should have worked pursuant hereto,
                had
                he worked.

            


    

    


    
      	        3.4 
              	
              The
                Employee undertakes that immediately upon the termination of his
                employment with the Company, for any reason, he shall act as
                follows:

            


    

    


    
      	          3.4.1 
              	
              he
                shall deliver and/or return to the Company all the documents, diskettes
                or
                other magnetic media, letters, notes, reports and other papers in
                his
                possession and relating to his employment with the Company, as well
                as any
                equipment and/or other property belonging to the Company which was
                placed
                at his disposal;

            


    

    


    
      	          3.4.2 
              	
              he
                shall delete any information relating to the Company or its business
                from
                his personal computer, if any;

            


    

    


    
      	          3.4.3 
              	
              he
                shall coordinate his resignation with his supervisors, including
                the
                orderly handing over of his position according to the timetable determined
                by his supervisors, and he shall hand over in an orderly fashion
                and in
                accordance with the Company procedures his position, the documents
                and all
                the other matters dealt with by him to whomever the Company instructs,
                and
                all to the satisfaction of the Company.


            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              4.

            	
              Confidentiality,
                Non-Competition/Non-solicitation and Intellectual
                Property

            


    

    


    The
      Employee warrants and undertakes that for as long as he is employed by the
      Company, and upon termination of employment thereafter, for any reason, he
      shall
      maintain in complete confidence any matters that relate to the Company, its
      affairs and/or business, including regarding the terms and conditions of his
      employment pursuant to this Agreement, and that he shall not harm its goodwill
      or reputation, and he agrees to the provisions of the confidentiality,
      non-competition and intellectual property clause as specified below.


    


    The
      Employee's obligations pursuant to this Section derive from his status and
      his
      position in the Company, along with all matters connected therewith, and the
      terms and conditions of the Employee's employment pursuant to this Agreement,
      including his total compensation, have been determined in part, inter alia,
      in
      consideration of this undertaking and constitute sufficient consideration for
      his obligations hereunder. 

    


    
      	        4.1 
              	
              Confidentiality

            


    

    


    
      	          4.1.1 
              	
              The
                Employee undertakes to keep the secrets of the Company, including
                its
                affiliates, subsidiaries, successors, related corporation and parent
                company, Ceva DSP Inc. and its subsidiaries, now or hereafter existing
                (for the purpose of this Section 4.1 and 4.2 and 4.4 the “Company”),
                during the term of his employment with the Company and after the
                termination of such employment, for any reason.


            


    

    


    
      	          4.1.2 
              	
              Without
                derogating from the generality of the foregoing, the Employee hereby
                agrees that he shall not, directly or indirectly, disclose or transfer
                to
                any person or entity, at any time, either during or subsequent to
                the
                employment period, any trade secrets or other confidential information,
                whether patentable or not, of the Company, including but not limited
                to,
                any (i) processes, formulas, trade secrets, innovations, inventions,
                discoveries, improvements, research or development and test results,
                survey, specifications, data and know-how; (ii) marketing plans,
                business
                plans, strategies, forecasts, unpublished financial information,
                budgets,
                projections, product plans and pricing; (iii) personnel information,
                including organizational structure, salary, and qualifications of
                employees; (iv) customer and supplier information, including identities,
                product sales and purchase history or forecasts and agreements; and
                (v)
                any other information which is not known to the public (collectively,
                “Confidential
                Information”),
                of which the Employee is or becomes informed or aware during the
                employment period, whether or not developed by the
                Employee.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	          4.1.3 
              	
              The
                Employee undertakes not to give and/or transfer, directly or indirectly,
                to any person or entity, any material and/or raw material and/or
                product
                and/or part of a product and/or model and/or document and/or diskette
                and/or other information storage media and/or photocopied and/or
                printed
                and/or duplicated object containing any or all of the Confidential
                Information. 

            


    

    


    
      	          4.1.4 
              	
              The
                Employee undertakes not to make any use, including duplication,
                production, sale, transfer, imitation and distribution, of all or
                any of
                the Confidential Information, without the prior written consent of
                the
                Company. 

            


    

    


    
      	          4.1.5 
              	
              In
                the event the Employee is in breach of any of his above obligations,
                he
                shall be liable to compensate the Company in respect of all damages
                and/or
                expenses incurred by the Company as a result of such breach, including
                trial costs and legal fees and statutory VAT, and such being without
                derogating from any other relief and/or remedy available to the Company
                by
                virtue of any law. 

            


    

     

    
      	        4.2 
              	
              Non-Competition/
                Non-Solicitation

            


    

    


    
      	          4.2.1 
              	
              The
                Employee undertakes that during the period of his employment with
                the
                Company and for a period of twelve (12) months from the termination
                of his
                employment therewith, for any reason, he shall not, anywhere in the
                world,
                do business as an employee, independent contractor, consultant or
                otherwise, and shall not directly or indirectly participate in or
                accept
                any position, proposal or job offer that may directly or indirectly
                compete with or harm the Company, or in the field in which the Company
                engages, is engaged or is about to engage (the “Competitive Occupation").
                

            


    

    


    
      	          4.2.2 
              	
              Without
                derogating from the generality of the foregoing, the Employee undertakes
                not to maintain any business relations of any type whatsoever, including
                a
                proposal to conduct business relations, directly or indirectly, with
                any
                of the Company's customers and/or suppliers and/or agents, including
                customers and/or suppliers and/or agents with whom the Company conducted
                negotiations towards an agreement at the time of the termination
                of his
                employment with the Company or prior thereto. In addition, the Employee
                undertakes not to approach and/or solicit and/or recruit any employee
                of
                the Company to leave the Company for a period of eighteen (18) months
                from
                the date of the termination of the employment relationship.
                

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	          4.2.3 
              	
              The
                foregoing shall apply irrespective of whether the Competitive Occupation
                is carried out by the Employee alone or in cooperation with others
                and
                shall apply to the participation of the Employee in a Competitive
                Occupation, whether as a controlling shareholder or as an interested
                party. 

            


    

     

    
      
        	          4.2.4 
                	
                For
                  the avoidance of any doubt, the Employee hereby declares that his
                  obligations and declarations according to this Section 4.2 do not
                  limit
                  his occupation with any other entity whatsoever, and they are solely
                  intended to safeguard the legitimate interests of the Company in
                  light of
                  his position in the Company, and in light of the Confidential Information
                  to which he has been and/or will be exposed during the course of
                  his
                  employment.

              


      

    

    


    
      	        4.3 
              	
              Intellectual
                Property, Copyright and
                Patents

            


    

    


    
      
        	          4.3.1 
                	
                The
                  Employee hereby assigns to the Company, all of the Employee’s rights,
                  title and interest in and to all inventions, trade secrets, professional
                  secrets, innovations, copyrightable works, Confidential Information,
                  discoveries, processes, designs, works of authorship, and other
                  intellectual property and all improvements on existing inventions,
                  discoveries, processes, designs, works and other intellectual property
                  made or discovered by the Employee or any person subordinate to
                  him during
                  the term of employment or as a result of such employment with the
                  Company,
                  for no additional consideration provided that he shall not be required
                  to
                  bear any expenses as a result of such assignment. The Company and
                  its
                  successors shall be entitled to protect any invention and/or patent
                  and/or
                  trade secret and/or professional secret and/or innovation as aforesaid
                  by
                  way of registration and/or in any other manner, in Israel or anywhere
                  else.

              


      

    

     

    
      
        	          4.3.2 
                	
                The
                  Employee undertakes that upon the demand of the Company, including
                  after
                  the termination of his employment for any reason, he shall sign,
                  execute
                  and deliver to the Company such documents as the Company may request
                  to
                  confirm the assignment of the Employee’s rights herein, and if requested
                  by the Company, shall assist the Company, and shall execute any
                  necessary
                  documents, at the Company’s expense, in applying for and prosecuting any
                  patents, trademarks, trade secrets or copyright registration which
                  may be
                  available in respect thereof in accordance with the laws of the
                  State of
                  Israel or any other foreign country.


              


      

    

      

    
      
        
        

      

      
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        	          4.3.3 
                	
                The
                  Employee undertakes to deliver to the Company, written notice of
                  any
                  invention and/or patent and/or commercial secret and/or innovation
                  invented by him and/or employees of the Company and/or its successors
                  who
                  are subordinate to him, immediately upon the discovery
                  thereof.

              


      

    

     

    
      
        	          4.3.4 
                	
                The
                  Employee's obligations pursuant to this Section shall survive the
                  termination of his employment with the Company and/or its successors
                  and
                  assigns with respect to inventions conceived by him during the
                  term of his
                  employment or as a result of his employment with the
                  Company.

              


      

    

      

    
      
        	      4.4 
                	
                Employee
                  acknowledges that the restricted period of time and geographical
                  area
                  specified hereunder are reasonable, in view of the nature of the
                  business
                  in which the Company is engaged, the Employee’s knowledge of the Company’s
                  business and the compensation he receives. Notwithstanding anything
                  contained herein to the contrary, if the period of time or the
                  geographical area specified herein should be determined to be unreasonable
                  in any judicial proceeding, then the period of time and area of
                  the
                  restriction shall be reduced so that this Agreement may be enforced
                  in
                  such area and during such period of time as shall be determined
                  to be
                  reasonable by such judicial proceeding. The Employee acknowledges
                  that the
                  compensation and benefits granted to him by the Company under this
                  Agreement were determined, inter alia, in consideration for his
                  obligations under this Section
                  4.

              


      

    

     

    5.  
General

     

    
      	      5.1 
              	
              The
                Employee shall bear all the taxes deriving from the rights and benefits
                received by him pursuant hereto. It is hereby expressed that all
                the
                amounts specified in this contract are gross and statutory tax shall
                be
                deducted from them.

            


    

    


    
      	      5.2 
              	
              All
                notices, requests, consents and other communications, required or
                permitted to be given hereunder, shall be in writing and shall be
                deemed
                to have been duly given if delivered personally or sent by fax, or
                mailed
                first-class, postage prepaid, by registered or certified mail, to
                the
                addresses and fax numbers set forth in this Agreement (or to such
                other
                address and fax numbers as either party shall designate by notice
                in
                writing to the other in accordance herewith). Notices sent by fax
                shall be
                deemed to have been given upon transmission and electronic confirmation
                of
                receipt or (if transmitted and received on a non-business day) on
                the
                first business day following transmission and electronic confirmation
                of
                receipt, notices sent by mail shall be deemed to have been given
                ninety-six (96) hours after
                delivery.

            


    

    
       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	        
	
                The
                  addresses of the parties hereto are as specified in the Special
                  Agreement.
                  

              


      

       

    

    
      	
                    5.3 
                

            	
              This
                Agreement is the entire agreement between the parties with respect
                to the
                subject matter hereof, and supersedes all prior understandings, agreements
                and discussions between them, oral or
                written.

            


    

    


    


    I
      have
      carefully read this agreement and its appendices thereto, I have understood
      the
      contents, the terms and conditions included therein and undertake to perform
      all
      the thereof and I agree to the obligations therein. 

     

    
      	
              Signature: 

            	 	 ________________________________
	
              Employee’s
                name: 

            	 	 ________________________________
	
              Identity
                number: 

            	 	 ________________________________
	
              Date: 

            	 	 ________________________________


    

    


    
      
        
        

      

      
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