Exhibit 10.1


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


OF DAVIDI GILO


WITH


VYYO INC.


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
“Agreement”), made and entered into as of April 5, 2007 (the “Restatement Date”),
by and between VYYO INC., a Delaware corporation (hereinafter the “Corporation”),
and DAVIDI GILO (hereinafter “Gilo”).


RECITALS


A.                                    The Corporation has
employed Gilo as Chief Executive Officer and Chairman of the Corporation’s Board
of Directors pursuant to the terms of an Employment Agreement between the
Corporation and Gilo made and entered into as of February 10, 2006 (the “Effective
Date”). As of the Restatement Date, the Corporation shall employ Gilo as the
Corporation’s Chairman of the Board of Directors, subject to election to the
Board of Directors by the Corporation’s stockholders and until Gilo’s successor
is duly appointed and elected.


B.                                    In connection with
Gilo’s employment with the Corporation, the Corporation and Gilo desire to
enter into this Agreement according to the terms and conditions set forth
below.


AGREEMENT


NOW, THEREFORE, the parties
hereto hereby agree as follows:


1.                                       Employment Duties.


a.                                       General.   The
Corporation hereby agrees to employ Gilo, and Gilo hereby agrees to accept
employment with the Corporation, on the terms and conditions hereinafter set
forth.


b.                                      Corporation’s Duties.   The
Corporation shall allow Gilo to, and Gilo shall, perform responsibilities
normally incident to the position of Chairman of the Board of Directors,
commensurate with his background, education, experience and professional
standing.  The Corporation shall provide
Gilo with such office equipment, supplies, customary services and cooperation
suitable for the performance of his duties.


c.                                       Gilo’s Duties.   Unless
otherwise agreed to by the parties, Gilo shall serve as Chairman of the Board
of the Corporation, subject to the vote of the stockholders and Board of
Directors as applicable, and until Gilo’s successor is duly appointed and
elected.  Gilo shall devote approximately
twenty (20) hours per week to the business of the Corporation, and shall













not
become engaged to render similar services on behalf of any other entity while
employed hereunder which is in any way competitive to the Corporation, without
the consent of the Corporation’s Board of Directors.  Gilo shall report directly to the Corporation’s
Board of Directors.


2.                                       Term.   The initial
term of this employment agreement is three (3) years from the Effective Date
(the “Initial Term”).  Thereafter, this
Agreement may be renewed by Gilo and the Corporation on such terms as the
parties may agree to in writing.  Absent
written notice to the contrary, thirty (30) days prior to the end of the Initial
Term, this Agreement will be automatically renewed for consecutive one (1) year
extensions (together with the Initial Term, the “Term”).  Should the Initial Term not be renewed after
the expiration of the first three (3) year term, Gilo shall be entitled to
eighteen (18) months salary as severance in exchange for a release as to any
and all claims Gilo may have against the Corporation.


3.                                       Compensation.   Gilo
shall be compensated as follows:


a.                                       Fixed Salary.   Gilo
shall receive a fixed annual salary of Two Hundred  Thousand Dollars ($200,000).  The Corporation agrees to review the fixed
salary on or before December 31, 2007, and thereafter at the end of each
calendar year during the Term based upon Gilo’s services and the financial
results of the Corporation, and to make such increases as may be determined
appropriate in the sole discretion of the Corporation’s Compensation Committee
or Board of Directors.


b.                                      Payment.   Gilo’s
fixed salary shall be payable on a semi-monthly basis, in accordance with the
Corporation’s usual payroll practices.


c.                                       Bonus Compensation.   During
the Term, Gilo shall participate in such bonus plan(s) adopted by the
Corporation’s Board of Directors, from time to time.   Gilo shall be entitled to receive an
additional annual bonus based on his performance and that of the Corporation
each year as determined by the Board of Directors of this Corporation, or its
Compensation Committee.  The bonus shall
be prorated should Gilo’s employment terminate prior to the full calendar year.


d.                                      Stock
Options.   Gilo shall be eligible for certain stock
options that may be awarded by the Corporation, from time to time.


e.                                       Vacation.   Gilo
shall accrue paid vacation at the rate of thirty (30) days for each twelve (12)
months of employment.  Gilo shall be
compensated at his usual rate of compensation during any such vacation.  Gilo shall be entitled to paid holidays as
generally given by the Corporation.  Gilo
shall receive sick leave or disability leave in accordance with the terms of
the Corporation’s standard sick leave or disability leave policy.


f.                                         Benefits.   During
the Term, Gilo and his dependents shall be entitled to participate in any group
plans or programs maintained by the Corporation for any employees relating to
group health, disability, life insurance and other related benefits as in
effect from time to time.



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Gilo
shall also be entitled to Director and Officer (“D&O”) insurance in such
amounts and coverage and such indemnification provisions as are afforded other
officers and directors of the Corporation. 
Benefits under this Section 3.f. will be paid by the Corporation.


g.                                      Expenses.   The
Corporation shall reimburse Gilo for his normal and reasonable expenses
incurred for travel, entertainment and similar items in promoting and carrying
out the business of the Corporation in accordance with the Corporation’s
general policy as adopted by the Corporation’s management from time to
time.  In addition, Gilo shall be
reimbursed for the reasonable costs associated with cellular telephone usage
and shall be entitled to reimbursement for such reasonable continuing professional
education, memberships and certifications as are deemed normal and appropriate
for a Chairman of the Board of Directors. 
As a condition of payment or reimbursement, Gilo agrees to provide the
Corporation with copies of all available invoices and receipts, and otherwise
account to the Corporation in sufficient detail to allow the Corporation to
claim an income tax deduction for such paid item, if such item is
deductible.  Reimbursements shall be made
on a monthly or more frequent basis in accordance with the Corporation’s
reimbursement policies.


4.                                       Confidentiality and Competitive Activities.   Gilo
agrees that during the Term he is in a position of special trust and confidence
and has access to confidential and proprietary information about the
Corporation’s business and plans.  Gilo
agrees that he will not directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder, corporate
officer, director, or in any similar individual or representative capacity,
engage or participate in any business that is in competition, in any manner
whatsoever, with the Corporation. 
Notwithstanding anything in the foregoing to the contrary, Gilo shall be
allowed to invest as a shareholder in publicly traded companies, or through a
venture capital firm or an investment pool.


5.                                       Trade Secrets.


a.                                       Special Techniques.   It
is hereby agreed that the Corporation has developed or acquired certain
products, technology, unique or special methods, manufacturing and assembly
processes and techniques, trade secrets, special written marketing plans and
special customer arrangements, and other proprietary rights and confidential
information and shall during the employment term continue to develop, compile
and acquire said items (all hereinafter collectively referred to as the “Corporation’s
Property”).  It is expected that Gilo
will gain knowledge of and utilize the Corporation’s Property during the course
and scope of his employment with the Corporation, and will be in a position of
trust with respect to the Corporation’s Property.


b.                                      Corporation’s Property.   It
is hereby stipulated and agreed that the Corporation’s Property shall remain
the Corporation’s sole property.  In the
event that Gilo’s employment is terminated, for whatever reason, Gilo agrees
not to copy, make known, disclose



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or use, any of the
Corporation’s Property without the Corporation’s prior written consent.  In such event, Gilo further agrees not to
endeavor or attempt in any way to interfere with or induce a breach of any
prior proprietary contractual relationship that the Corporation may have with
any employee, customer, contractor, supplier, representative, or distributor
for nine (9) months after any termination of this Agreement.  Gilo agrees upon termination of employment to
deliver to the Corporation all confidential papers, documents, records, lists
and notes (whether prepared by Gilo or others) comprising or containing the
Corporation’s Property.  Gilo recognizes
that violation of covenants and agreements contained in this Section 5 may result
in irreparable injury to the Corporation which would not be fully compensable
by way of money damages.


6.                                       Termination.


a.                                       General.   The
Corporation may terminate this Agreement without cause, on ninety (90) days
written notice.  Gilo may voluntarily terminate
his employment hereunder upon ninety (90) days’ advance written notice to the
Corporation.


b.                                      Termination for Cause.   The
Corporation may immediately terminate Gilo’s employment at any time for
cause.  Termination for cause shall be
effective from the receipt of written notice thereof to Gilo specifying the
grounds for termination and all relevant facts. 
Cause shall be deemed to include: 
(i) material neglect of his duties or a significant violation of
any of the provisions of this Agreement, which continues after written notice
and a reasonable opportunity (not to exceed thirty (30) days) in which to cure;
(ii) fraud, embezzlement, defalcation or conviction of any felonious
offense; or (iii) intentionally imparting confidential information relating
to the Corporation or any of its subsidiaries or their business to competitors
or to other third parties other than in the course of carrying out his duties
hereunder.  The Corporation’s exercise of
its rights to terminate with cause shall be without prejudice to any other
remedies it may be entitled at law, in equity, or under this Agreement.


c.                                       Termination Upon Death or Disability.   This
Agreement shall automatically terminate upon Gilo’s death.  In addition, if any disability or incapacity
of Gilo to perform his duties as the result of any injury, sickness, or
physical, mental or emotional condition continues for a period of thirty (30)
business days (excluding any accrued vacation) out of any one hundred twenty
(120) calendar day period, the Corporation may terminate Gilo’s employment upon
written notice.  Payment of salary to
Gilo during any sick leave shall only be to the extent that Gilo has accrued
sick leave or vacation days.


d.                                      Severance Pay.   If
this Agreement is terminated by the Corporation without cause pursuant to
Section 6.a. (above), the Corporation shall pay Gilo a severance fee equal to
the greater of  (a) the full amount of
the compensation that he could have expected under this Agreement (based on
Gilo’s total compensation (salary and bonus) earned in 2007), as and when
payable under this Agreement, through the end of the term; or (b) the full
amount of the compensation that he could have expected under this Agreement for
eighteen (18) months (based



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on Gilo’s total
compensation (salary and bonus) earned in 2007), without deduction except for
tax withholding amounts, and any unvested options held by Gilo shall
vest immediately, in exchange for a release as to any and all claims Gilo may
have against the Corporation. If this agreement is terminated without cause
after the initial three (3) year term, the Corporation shall pay Gilo a
severance fee equal to the full amount of the compensation that he could have
expected under this Agreement for eighteen (18) months (based on Gilo’s total compensation
(salary and bonus) earned in 2007), without deduction except for tax
withholding amounts, and any unvested options held by Gilo shall vest
immediately, in exchange for a release as to any and all claims Gilo may have
against the Corporation. If this Agreement is terminated by the Corporation for
cause, pursuant to Section 6.b, the Corporation shall pay to Gilo a severance
fee equal to the full amount of the compensation that he could have expected
under this Agreement for three (3) months (based on Gilo’s total compensation
(salary and bonus) earned in 2007), without deduction except for tax
withholding amounts, in exchange for a release as to any and all claims Gilo
may have against the Corporation.  If this
Agreement is terminated voluntarily by Gilo, the Corporation shall pay to Gilo
a severance fee equal to the amount of the compensation that he could have
expected under this Agreement for nine (9) months (based on Gilo’s total
compensation (salary and bonus) earned in 2007), without deduction except for
tax withholding amounts, in exchange for a release as to any and all claims
Gilo may have against the Corporation.


7.                                       
Corporate Opportunities.


a.                                       Duty
to Notify.   In the event that Gilo, during the Term,
shall become aware of any material and significant business opportunity
directly related to any of the Corporation’s significant businesses, Gilo shall
promptly notify the Corporation’s Board of Directors of such opportunity.  Gilo shall not appropriate for himself or for
any other person other than the Corporation, or any affiliate of the
Corporation, any such opportunity unless, as to any particular opportunity, the
Board of Directors of the Corporation fails to take appropriate action within
thirty (30) days.  Gilo’s duty to notify
the Corporation and to refrain from appropriating all such opportunities for
thirty (30) days shall neither be limited by, nor shall such duty limit, the
application of the general law of Delaware relating to the fiduciary duties of
an agent or employee.


b.                                      Failure to Notify.   In
the event that Gilo fails to notify the Corporation of, or so appropriates, any
such opportunity without the express written consent of the Corporation, Gilo
shall be deemed to have violated the provisions of this Section notwithstanding
the following:


i.                                          The
capacity in which Gilo shall have acquired such opportunity; or


ii.                                       The
probable success in the Corporation’s hands of such opportunity.



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8.                                       Miscellaneous.


a.                                       Entire Agreement.   This
Agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matters herein, and supersedes and replaces
any prior agreements and understandings, whether oral or written between them
with respect to such matters.  The provisions
of this Agreement may be waived, altered, amended or repealed in whole or in
part only upon the written consent of both parties to this Agreement.


b.                                      No Implied Waivers.   The
failure of either party at any time to require performance by the other party
of any provision hereof shall not affect in any way the right to require such
performance at any time thereafter, nor shall the waiver by either party of a
breach of any provision hereof be taken or held to be a waiver of any
subsequent breach of the same provision or any other provision.


c.                                       Personal Services.   It
is understood that the services to be performed by Gilo hereunder are personal
in nature and the obligations to perform such services and the conditions and
covenants of this Agreement cannot be assigned by Gilo.  Subject to the foregoing, and except as
otherwise provided herein, this Agreement shall inure to the benefit of and
bind the successors and assigns of the Corporation.


d.                                      Severability.   If
for any reason any provision of this Agreement shall be determined to be invalid
or inoperative, the validity and effect of the other provisions hereof shall
not be affected thereby, provided that no such severability shall be effective
if it causes a material detriment to any party.


e.                                       Applicable Law.   This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.


f.                                         Notices.   All
notices, requests, demands, instructions or other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon delivery, if delivered personally, or if
given by prepaid telegram, or mailed first-class, postage prepaid, registered
or certified mail, return receipt requested, shall be deemed to have been given
seventy-two (72) hours after such delivery, if addressed to the other party at
the addresses as set forth on the signature page below.  Either party hereto may change the address to
which such communications are to be directed by giving written notice to the
other party hereto of such change in the manner above provided.


g.                                      Merger, Transfer of Assets, or Dissolution of the
Corporation.   This Agreement shall not be
terminated by any dissolution of the Corporation resulting from either merger
or consolidation in which the Corporation is not the consolidated or surviving
corporation or a transfer of all or substantially all of the assets of the
Corporation.  In such event, the rights,
benefits and obligations herein shall automatically be assigned to the
surviving or resulting corporation or to the transferee of the assets. Upon
such merger all unvested options held by Gilo shall be vested immediately.



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


 


	
  VYYO INC.

  	
  DAVIDI GILO

  
	
  a Delaware
  corporation

  	
   

  
	
  6625 The Corners
  Parkway, Suite 100

  	
   

  
	
  Norcross,
  Georgia 30092  

  	
   

  
	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Lewis Broad

  	
   

  	
  /s/ Davidi Gilo

  	
   

  	 

	
   

  	
  Lewis Broad, Chairman of

  	
  (Signature)

  	
   

  	 

	
   

  	
  the Compensation Committee

  	
   

  	 

						



 



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