Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - WINTEGRA INC | v181667_s1.htm |
| EX-3.1 - EXHIBIT 3.1 - WINTEGRA INC | v181667_ex3-1.htm |
| EX-3.3 - EXHIBIT 3.3 - WINTEGRA INC | v181667_ex3-3.htm |
| EX-4.2 - EXHIBIT 4.2 - WINTEGRA INC | v181667_ex4-2.htm |
| EX-3.1.1 - EXHIBIT 3.1.1 - WINTEGRA INC | v181667_ex3-11.htm |
| EX-23.3 - EXHIBIT 23.3 - WINTEGRA INC | v181667_ex23-3.htm |
| EX-23.1 - EXHIBIT 23.1 - WINTEGRA INC | v181667_ex23-1.htm |
| EX-10.13 - EXHIBIT 10.13 - WINTEGRA INC | v181667_ex10-13.htm |
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This
Amendment to Employment Agreement (the “Amendment”) is made and
entered into as of December 12, 2006 (“Effective Date”) by and among Wintegra,
Ltd. a company Incorporated under the laws of the State of Israel, with its
principal offices at Ra'anana, Israel (the “Company”), and Shai Shahar, residing
at Israel (the “Employee”).
WHEREAS,
the Company and the Employee previously executed an Employment Agreement
dated November 27, 2006 which was amended in November 2006 (in
the Hebrew language) (the "Employment
Agreement")
WHEREAS,
the Company and the Employee desire to amend certain of the terms of the
employment of Employee
NOW,
THEREFORE, in consideration of the promises and the mutual covenants, terms and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt of which is hereby specifically acknowledged, the parties hereto
agree as follows:
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1.
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Prior
Notice.
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The
parties wish to amend Section 13.2 of the Employment Agreement in its entirety
as follows:
"Each party is entitled to terminate
this Agreement at any time, at the option of either party, upon 90 days' prior
written notice."
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2.
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Severance
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Without
derogation of Section 1 and the severance payments due to Employee under
applicable law, upon termination of employment from the Company for any reason,
Employee shall receive payment of the amounts set forth below in consideration
of Employee's undertaking not to compete with the Company.
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2.1
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Change of Control
Severance. If within twelve (12) months of a Change of Control of
Wintegra Inc. (the "Parent Company"), the
Company terminates Employee’s employment with the Company for reasons
other than Cause, death, or Disability or Employee resigns from his
employment with the Company due to a Constructive Termination, Employee
will be entitled to receive:
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(a)
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Continuing
payments of severance pay (less applicable tax withholding) of Salary as
then in effect, for a period of six (6) months from the Termination Date,
payable in accordance with the Company’s normal payroll
policies;
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(b)
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Vesting
as of the Termination Date of fifty percent (50%) of all unvested options
granted to Employee; and
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(c)
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Extension
of the exercise period enabling Employee to exercise his options through
the first anniversary of the Termination
Date.
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3.
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Definitions.
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(a)
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Cause. For
purposes of this Amendment, “Cause” is defined
as:
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i.
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an
act of dishonesty made by Employee in connection with Employee's
responsibilities as an employee;
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ii.
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Employee's
conviction of, or plea of nolo contendere
to, a felony;
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iii.
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Employee's
gross misconduct; or
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iv.
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Employee's
continued substantial violations of his employment duties after Employee
has received a written demand for performance from the Company which
specifically sets forth the factual basis for the Company's belief that
Employee has not substantially performed his
duties.
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(b)
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Change of
Control. For purposes of this Agreement, “Change of
Control” is defined as:
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i.
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any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Parent Company representing
fifty percent (50%) or more of the total voting power represented by the
Parent Company's then
outstanding voting securities;
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ii.
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a
change in the composition of the Board of Directors of the Parent Company occurring
within a two (2) year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. “Incumbent Directors” will mean
directors who either (A) are directors of the Parent Company as of the
date of the consummation of the Parent Company's public
offering, or (B) are elected, or nominated for election, to the Board
of Directors of the Parent Company with the
affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but will not include an individual
whose election or nomination is in connection with an actual or threatened
proxy contest relating to the election of directors to the Parent Company);
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iii.
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the
date of the consummation of a merger or consolidation of the Parent Company with any
other corporation that has been approved by the stockholders of the
Parent Company,
other than a merger or consolidation which would result in the voting
securities of the Parent Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Parent Company, or such
surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Parent Company approve a
plan of complete liquidation of the Parent Company;
or
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iv.
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the
date of the consummation of the sale or disposition by the Parent Company of all or
substantially all the Parent Company's
assets.
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(c)
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Constructive
Termination. “Constructive Termination” means Employee’s
resignation from his employment within ninety (90) days, plus any
applicable thirty (30) day cure period, following the occurrence of any of
the following without Employee’s
consent:
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i.
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a
significant reduction of Employee’s duties, position or responsibilities
relative to Employee’s duties, position or responsibilities in effect
immediately prior to such reduction; provided, however, that a reduction
in duties, position or responsibilities solely by virtue of the
Parent Company
being acquired and made part of a larger entity will not constitute a
“Constructive Termination”; or
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ii.
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a
reduction of more than ten percent (10%) by the Company of Employee’s
Salary as in effect either on the Effective Date or immediately prior to
such reduction (other than as part of an overall reduction applicable to
similarly situated senior employees of the Company or its
successor).
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(d)
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In
each case, prior to Employee being permitted to resign from his employment
due to a “Constructive Termination”, the Company will have thirty (30)
days to cure any such alleged breach, assignment, reduction or
requirement, after Employee provides the Company written notice of
the actions or omissions constituting such breach, assignment, reduction
or requirement.
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(e)
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Disability. “Disability”
means that Employee is determined by the Company to be disabled under the
provisions of the Disability Insurance, and Employee has received
long-term disability benefits for a period of at least three (3) months
under such plan.
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(f)
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Termination
Date. Subject to the requirements of Section 1 of this
Amendment, “Termination Date” means the effective date of any notice of
termination of employment delivered by one party to the
other.
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4 Conditions to Receive
Severance Package. The severance payments described in this
Amendment will be provided to Employee only if Employee executes and
delivers to the Company, and does not revoke, a general release of claims in a
form acceptable to the Company.
5. Employment
Agreement. The rights described in this Amendment are in
addition to any rights granted to Employee in the Employment Agreement. All
terms and conditions of the Employment Agreement that are not specifically
amended by this Amendment shall remain in full force and effect.
IN
WITNESS WHEREOF, the Company and the Employee have executed this Amendment, as
of the day and year first above written.
| /s/ Shai Shahar | |||||
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WINTEGRA
LTD.
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Shai Shahar | ||||
| By: |
/s/
Sharon Peleg
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