Unassociated Document


    Amended
      and Restated Personal Employment Agreement


    


    This
      Amended and restated Personal Employment Agreement ("Agreement")
      is
      entered into on June ___, 2007 by and between IXI
      Mobile (R&D) Ltd.,
      a
      company organized under the laws of the State of Israel, having its principal
      office at 17 Hatidhar St. Ra'anana, Israel (the "Company")
      and
Gadi
      Meroz
      of 3
      Dolev St. Ramat - Hasharon (“You”
or
      the
      "Employee").

    


    
      	WHEREAS	
              the
                Company and the Employee desire to amend and restate the terms of
                that
                certain Employment Agreement dated July 24, 2001 between the parties;
                and

            


    

    


    
      	WHEREAS	
              the
                parties desire to set forth herein the current terms and conditions
                of
                your engagement by the Company, effective as of the date of this
                Amended
                and Restated Agreement, as set forth
                below.

            


    

    


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

    
       

      
        	1.	
                The
                  position

              


      

       

      
        	
              	1.1.	
                The
                  Company shall employ you in the position described in Exhibit
                  A.
                  You shall report regularly to the Company with respect to your
                  activities
                  and shall be subject to the direction and control of the management
                  of the
                  Company.

              


      

       

      
        	
              	1.2.	
                You
                  shall be employed on a full time basis, at such times and places
                  as shall
                  be decided by the Company or required by your position from time
                  to time.
                  You shall devote your time and attention to the business of the
                  Company,
                  and perform your duties diligently and in furtherance of the Company's
                  best interest.

              


      

       

      
        	2.	
                Term
                  and Termination

              


      

       

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

              


      

       

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

              


      

       

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

       

      
        	
              	2.3.	
                During
                  the period following notice of termination by either party, you
                  shall
                  cooperate with the Company and use your best efforts to assist
                  the
                  integration into the Company of the person or persons who will
                  replace you
                  and assume your responsibilities. The Company may, at its sole
                  discretion,
                  terminate this Agreement and your employment hereunder immediately,
                  but in
                  such case shall pay you, together with your last Salary, any amount
                  due
                  with respect to such notice period.


              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	3.	
                Salary

              


      

       

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

              


      

       

      
        	
              	3.2.	
                Since
                  your position, duties and responsibilities are of such nature that
                  the
                  Company cannot keep specific track of all of your overtime hours,
                  the
                  Company shall pay you an additional monthly gross amount set forth
                  in
                  Exhibit
                  A
                  for all such overtime hours (the “Additional
                  Compensation”).

              


      

       

      
        	
              	3.3.	
                The
                  Company shall pay you an additional amount set forth in Exhibit
                  A
                  on
                  account of regular daily travel expenses to which you may be entitled
                  under applicable law (the “Travel
                  Expenses”).

              


      

       

      
        	
              	3.4.	
                The
                  Base Salary, Additional Compensation and Travel Expenses shall
                  hereby be
                  referred together as the “Salary”.
                  The Salary shall be adjusted according to periodical employee compensation
                  for the cost of living increases (“Tosefet
                  Yoker”).

              


      

       

      
        	
              	3.5.	
                Payment
                  of the Salary shall be made no later then the 7th
                  day of each calendar month after the month for which the salary
                  is being
                  paid.

              


      

       

      
        	
              	3.6.	
                The
                  Company shall deduct the required taxes and similar payments from
                  the
                  Salary and from all other payments made to
                  you.

              


      

       

      
        	
              	3.7.	
                Your
                  Salary shall be annually reviewed by the
                  Company.

              


      

       

      
        	4.	
                Insurance
                  Scheme and Benefits

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	5.	
                Additional
                  Benefits

              


      

       

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

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	6.	
                Stock
                  Options

              


      

       

      
        	
              	6.1.	
                As
                  an employee of the Company, you will be entitled to participate
                  in the
                  Stock Option Plan of IXI Mobile, Inc. (the Company’s US parent company)
                  (the “Plan”).
                  In
                  connection with the original execution of this Agreement, you were
                  granted
                  an option to acquire 231,001 Shares of Common Stock of IXI
                  Mobile, Inc. as specified in Exhibit
                  A
                  (the “Shares”), for an exercise price as specified in Exhibit
                  A.
                  The Shares shall vest from the respective vesting date as further
                  detailed
                  in Exhbit A,
                  provided that you are still be employed by the Company at such
                  times.
                  

              


      

       

      
        	
              	6.2.	
                The
                  option and the shares to be granted thereunder will be governed
                  by a
                  detailed Stock Option Agreement which either has been executed
                  or will be
                  executed between you and IXI Mobile, Inc. All tax consequences
                  resulting
                  from the grant or exercise of the option, or the vesting or transfer
                  of
                  the Shares, shall be your sole and exclusive responsibility.
                  

              


      

       

      
        	7.	
                Confidential
                  Information, Invention Assignment, Competition and
                  Solicitation

              


      

       

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

       

      
        	8.	
                General

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	
              	8.4.	
                No
                  failure or delay of either party in exercising any power or right
                  hereunder shall in any way restrict or diminish such party's rights
                  and
                  powers under this Agreement, or constitute a waiver of any breach
                  by
                  either party of any terms of conditions
                  hereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

              


      

       

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

              


      

       

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

              


      

      


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

      


      
        	 	 	 	 
	
                

                IXI
                  Mobile (R&D) Ltd.

                By:
                  Lihi Segal

                Title:
                  CFO

              	 	 	
                

                Employee

                Name:
                  Gadi Meroz

              


      

      


      IXI
        Mobile, Inc. hereby undertakes to fulfill its obligations under Section 6
        of
        this Employment Agreement.

      


      
        
          

        

      

      IXI
        Mobile, Inc.

      By:
        Lihi
        Segal

      Title:
        CFO

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A 

      


      To
        Personal Employment Agreement between

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

       

      
        	Name of Employee:	 	Gadi Meroz
	 	 	 
	ID No. of Employee:	 	023908569
	 	 	 
	Address of Employee:	 	3 Dolev St. Ramat - Hasharon
	 	 	 
	Date of Employment Agreement:	 	July 24, 2001
	 	 	 
	Date on which Employee commenced employment
                with the Company:	 	July 24, 2001
	 	 	 
	Position	 	VP Corporate Development and General
                Counsel
                
	 	 	 
	Base Salary:	 	NIS 30,000
	 	 	 
	Additional Compensation:	 	NIS 7,000
	 	 	 
	Travel Expenses	 	NIS 1000
	 	 	 
	Vacation Days Per Year:	 	24


      

       

      Stock
        Option:

      


      Number
        of
        Shares:

       

      
        	
                Quantity

              	 	
                Exercise
                  Price

              	 	
                Vesting
                  Commencement

              	 	
                Vesting
                  Method 

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              
	
                250

              	 	
                $2.40
                  

              	 	
                1-Apr-02

              	 	
                25%+1/48

              
	
                417

              	 	
                $2.40
                  

              	 	
                24-Jul-01

              	 	
                25%+1/48

              
	
                1,667

              	 	
                $2.40
                  

              	 	
                1-Mar-03

              	 	
                Monthly
                  over 24 months

              
	
                1,667

              	 	
                $2.40
                  

              	 	
                1-Mar-04

              	 	
                25%+1/48

              
	
                157,000

              	 	
                $0.05

              	 	
                1-Aug-05

              	 	
                39,250
                  fully vested +1/36

              
	
                70,000

              	 	
                $6.06
                  

              	 	
                1-Aug-06

              	 	
                25%+1/48

              


      

      


       (as
        adjusted for any stock splits, reclassifications etc. in the share capital
        of
        IXI Mobile, Inc.)

       

      
        	 	 	 	 
	
                

                IXI
                  Mobile (R&D) Ltd.

                By:
                  Lihi Segal

                Title:
                  CFO

              	 	 	
                

                Employee

                Name:
                  Gadi Meroz

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Exhibit
        B

      


      To
        Personal Employment Agreement between

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


       

      Proprietary
        Information, Invention Assignment, Competition and Solicitation
        Undertaking


      


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


       

      
        	1.	
                Confidential
                  and Proprietary Information 

              


      

       

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

              


      

       

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

              


      

       

      
        	
              	1.3.	
                I
                  agree and declare that all Proprietary Information, patents, trademarks,
                  copyrights and other rights in connection therewith shall be the
                  sole
                  property of the Company and its assigns. At all times, both during
                  my
                  engagement by the Company and after its termination, I will keep
                  in
                  confidence and trust all Proprietary Information, and will not
                  use or
                  disclose any Proprietary Information or anything relating to it
                  without
                  the written consent of the Company except as may be necessary in
                  the
                  ordinary course of performing my duties
                  hereunder.

              


      

       

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

              


      

       

      
        	2.	
                Disclosure
                  and Assignment of Inventions

              


      

       

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

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

              


      

       

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

              


      

       

      
        	
              	2.4.	
                I
                  agree to assist the Company, at the Company's expense, in every
                  proper way
                  to obtain for the Company and enforce patents, copyrights, mask
                  work
                  rights, and other legal protections for the Company's Inventions
                  in any
                  and all countries, and will sign any documents that the Company
                  may
                  reasonably request for use in obtaining or enforcing such patents,
                  copyrights, mask work rights, trade secrets and other legal protections.
                  

              


      

       

      
        	3.	
                Competition
                  and Solicitation of Employees and Customers 

              


      

       

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

       

      
        	
              	3.1.	
                I
                  will not, so long as I am employed by the Company and for a period
                  of
                  eighteen (18) months following termination of my employment for
                  whatever
                  reason, directly or indirectly, engage in, become financially interested
                  in, be employed by, or have any connection with, any business or
                  venture
                  that competes with the Company or is engaged in activities that
                  involve
                  products or services that compete with products or services then
                  developed, produced, sold or marketed by the
                  Company.

              


      

       

      
        	
              	3.2.	
                For
                  a period of eighteen (18) months immediately following the termination
                  of
                  my employment with the Company for any reason, whether with or
                  without
                  cause, I shall not either directly or indirectly solicit, induce,
                  recruit
                  or encourage any of the Company's employees to leave their employment,
                  or
                  take away such employees, nor will I solicit the business of any
                  customer
                  or client of the Company with a similar or competing product or
                  service
                  and/or for a competing company during such period, nor will I attempt
                  to
                  do any of the above, either for myself or for any other person
                  or entity.
                  

              


      

      


      


      Date:
        June ___, 2007

      


      


      
        
          

        

      

      Signature

      


      Gadi
        Meroz 

      Name
        of
        Employee (type or printed)