Mellanox Technologies, Ltd. Sample Contracts

Mellanox Technologies, Ltd. 3,000,000 Ordinary Shares Underwriting Agreement
Mellanox Technologies, Ltd. • September 21st, 2011 • Semiconductors & related devices • New York
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AGREEMENT AND PLAN OF MERGER by and among NVIDIA INTERNATIONAL HOLDINGS INC., TEAL BARVAZ LTD., NVIDIA CORPORATION and MELLANOX TECHNOLOGIES, LTD. dated as of March 10, 2019
Agreement and Plan of Merger • March 11th, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated March 10, 2019, is by and among NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation (“Guarantor”), and Mellanox Technologies, Ltd, a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

Mellanox Technologies, Ltd. 6,000,000 Shares of Ordinary Shares Underwriting Agreement
Mellanox Technologies, Ltd. • February 1st, 2007 • Semiconductors & related devices • New York

Mellanox Technologies, Ltd., an Israeli company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,000,000 ordinary shares, par value NIS 0.0175 per share, of the Company (the “Underwritten Shares”), and, at the option of the Underwriters, up to an additional 900,000 ordinary shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock.”

THIRD AMENDED AND RESTATED GLOBAL SHARE INCENTIVE PLAN (2006)
Restricted Share Unit Award Agreement • August 3rd, 2018 • Mellanox Technologies, Ltd. • Semiconductors & related devices

Mellanox Technologies, Ltd., a corporation organized under the laws of the State of Israel (the “Company”), pursuant to its Third Amended and Restated Global Share Incentive Plan (2006) and the appendix thereto setting forth the additional terms applicable to Participants who are Israeli Taxpayers (collectively referred to as the “Plan,” except where the context otherwise requires), hereby grants to the individual listed below (the “Participant”), an award (the “Award”) of restricted share units (“Restricted Share Units” or “RSUs”). Each RSU represents the right to receive one unrestricted, fully transferable ordinary share of the Company (each a “Share,” collectively “Shares”) upon vesting. This Award is subject to all of the terms and conditions as set forth herein, in the Restricted Share Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan

AGREEMENT OF MERGER among: Mellanox Technologies, Ltd., an Israeli public company; Mondial Europe Sub Ltd., an Israeli private company; and EZchip Semiconductor Ltd., an Israeli public company
Agreement of Merger • September 30th, 2015 • Mellanox Technologies, Ltd. • Semiconductors & related devices

This Agreement of Merger (this “Agreement”) is entered into as of September 30, 2015, by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AGREEMENT AND PLAN OF MERGER BY AND AMONG MELLANOX TECHNOLOGIES, LTD., MELLANOX TECHNOLOGIES, INC., KARATE SUB, INC., KOTURA, INC., AND GF PRIVATE EQUITY GROUP, LLC, AS THE SHAREHOLDER REPRESENTATIVE MAY 14, 2013
Agreement and Plan of Merger • May 15th, 2013 • Mellanox Technologies, Ltd. • Semiconductors & related devices • California

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 14, 2013, is entered into by and among Kotura, Inc., a California corporation (the “Company”), Mellanox Technologies, Inc., a California corporation (“Parent”), Karate Sub, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), GF Private Equity Group, LLC, as the Shareholder Representative, and solely for the purposes of Section 2.13 and Article 6, Mellanox Technologies, Ltd., an Israeli corporation (“Ultimate Parent”).

VOTING AGREEMENT
Voting Agreement • March 11th, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices

VOTING AGREEMENT (this “Voting Agreement”), dated as of March 10, 2019, by and between NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), and the shareholders listed in Exhibit A (each, a “Shareholder”).

AGREEMENT AND PLAN OF MERGER among EZCHIP SEMICONDUCTOR LTD., EROS ACQUISITION SUB, INC., TILERA CORPORATION and the SECURITYHOLDER REPRESENTATIVE Dated as of June 30, 2014
Agreement and Plan of Merger • April 29th, 2016 • Mellanox Technologies, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2014 (this “Agreement”), is made by and among EZCHIP SEMICONDUCTOR LTD., a company organized under the laws of the State of Israel (“Acquiror”), EROS ACQUISITION SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Acquiror (“Sub”), TILERA CORPORATION, a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity, as representative of the securityholders of the Company (the “Securityholder Representative”). Capitalized terms used in this Agreement but not defined elsewhere herein have the meanings assigned to them in Section 1.1 hereof.

EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • February 21st, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices • California

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into effective as of the Executive’s first date of employment with Mellanox Technologies, Inc. (the “Effective Date”), between Doug Ahrens (“Executive”) and MELLANOX TECHNOLOGIES, LTD. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 5.

KOTURA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 15th, 2013 • Mellanox Technologies, Ltd. • Semiconductors & related devices • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 2013 (the “Date of Grant”), is made by and between Kotura, Inc., a California corporation (the “Company”), and (the “Grantee”).

CREDIT AGREEMENT
Credit Agreement • September 28th, 2006 • Mellanox Technologies, Ltd. • California

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of August 16, 2005, by and between MELLANOX TECHNOLOGIES, INC., a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

Fifth Addendum to Contract of Lease of 9.5.2001 To the First Addendum of 23.8.2001 To the Second Addendum of 23.8.2006 And to the Third Addendum of 26.10.2006 Made and Entered into in Yokneam on the 4th of September 2007 Between
Mellanox Technologies, Ltd. • March 24th, 2008 • Semiconductors & related devices

Shaar Yokneam, A Registered Limited Partnership (Partnership No. 550014666) Through its authorized signatories Mr. Koby Ben Yakov (I.D. No. 10509131) And Yitzchak (Tzachi) Levy (I.D. No. 22448534) Authorized to sign on the partnership’s behalf and to bind the partnership. Whose address for the purpose of this contract shall be At the “Shaar Hacarmel” site 5 Nachum Chet Street, Tirat Carmel Who shall hereinafter be referred to for the sake of brevity as “the Lessor”,

OFFICE SPACE LEASE by and between OAKMEAD PARKWAY PROPERTIES PARTNERSHIP, a California general partnership, as Landlord and MELLANOX TECHNOLOGIES, INC., a California corporation, as Tenant Dated as of September 30, 2008
Office Space Lease • November 7th, 2008 • Mellanox Technologies, Ltd. • Semiconductors & related devices • California

THIS LEASE (“Lease”) by and between Landlord and Tenant is dated as of the date set forth in Article I for reference purposes only and shall be effective and binding upon the parties hereto as of the date of the execution hereof by Landlord and Tenant.

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • August 1st, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices

This AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into effective as of this 20th day of June, 2019 (the “Effective Date”), between EYAL WALDMAN (“Executive”) and MELLANOX TECHNOLOGIES, LTD. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events and supersedes in its entirety that certain Amended and Restated Executive Severance Benefits Agreement entered into by and between Executive and the Company dated as of December 19, 2008 (the “Prior Agreement”). Certain capitalized terms used in this Agreement are defined in Article 5.

THIRD AMENDED AND RESTATED GLOBAL SHARE INCENTIVE PLAN (2006) RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND RESTRICTED SHARE UNIT AWARD AGREEMENT FOR ALL PARTICIPANTS (OTHER THAN PARTICIPANTS IN ISRAEL)
Notice and Restricted Share Unit Award Agreement • August 3rd, 2018 • Mellanox Technologies, Ltd. • Semiconductors & related devices

Mellanox Technologies, Ltd., a corporation organized under the laws of the State of Israel (the “Company”), pursuant to its Third Amended and Restated Global Share Incentive Plan (2006), including any applicable appendix thereto (the “Plan”), hereby grants to the individual listed below (the “Participant”), an award (the “Award”) of restricted share units (“Restricted Share Units” or “RSUs”). Each Restricted Share Unit represents the right to receive one unrestricted, fully transferable ordinary share of the Company (each a “Share,” collectively “Shares”) upon vesting. This Award is subject to all of the terms and conditions as set forth herein, in the Restricted Share Unit Award Agreement attached hereto as Exhibit A (the “RSU Agreement”), the special provisions for the Participant’s country of residence, if any, attached hereto as Exhibit B, (the “Foreign Appendix” and, together with the RSU Agreement, the “Agreement”) and the Plan, each of which are incorporated herein by reference.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • November 29th, 2010 • Mellanox Technologies, Ltd. • Semiconductors & related devices

VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 29, 2010, by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”), Mondial Acquisition Corporation Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder(s) (each, a “Shareholder” and together (if there is more than one undersigned Shareholder), the “Shareholders”) of Voltaire Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and each Shareholder is referred to as a “party” and collectively as the “parties”. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (defined below).

Lease Agreement
Lease Agreement • May 5th, 2017 • Mellanox Technologies, Ltd. • Semiconductors & related devices

Whereas The Lessor is entitled to be registered as the full owner of the Land (as defined below) located on 4-6 Yitzchak Sadeh Street, Tel Aviv; and Whereas The Lessor has established on the Land a Project that includes, inter alia, two buildings - the eastern building and the western building - each of which contains 33 floors, including a commercial floor (on the ground floor), office floors, parking spaces, underground levels, technical floors and storage spaces, and whereas use will be made of all of the above in accordance with the purposes and designations permitted under the city building plan (hereinafter: the “Project”); and Whereas Within the Project, the Building (as defined in the addendum to this Agreement) as well as the Leasehold as defined in this Agreement below will be established; and Whereas The Lessee would like to lease the Leasehold from the Lessor with an unprotected lease pursuant to the terms and based on the arrangements set forth in this Agreement;

Addendum to Unprotected Lease Agreement Dated March 1, 2011
Addendum to Unprotected Lease Agreement • July 29th, 2016 • Mellanox Technologies, Ltd. • Semiconductors & related devices

Between: Shaar Yokneam Limited Registered Partnership(Partnership No. 550014666) By its authorized signatories Messrs. Avi Levi (ID. No. 051974921)Daniel Lavon (ID. No. 31354724)Who are authorized to sign in the name of the Partnership and bind the Partnership with their signature Whose address for the purpose of this Addendum is C/O Melisron Ltd, 1 Abba Eban Ave., Herzliya (Hereinafter: "The Lessor")The first party; And between: Mellanox Technologies, Ltd. (Company No. 512763285)By its authorized signatory Mr. Eyal Waldman (ID. No. 56429095) Who is authorized to sign in the name of the Company and bind the Company with his signatureWhose address for the purpose of this Addendum is: 26 HaKidma, Ofer Industrial Park, Yokneam 2069200(Hereinafter: "The Lessee")The second party;

AMENDMENT NO. 1 TO AGREEMENT OF MERGER BY AND AMONG
Agreement of Merger • November 17th, 2015 • Mellanox Technologies, Ltd. • Semiconductors & related devices

AMENDMENT NO. 1 TO AGREEMENT OF MERGER, dated as of November 17, 2015 (this “Amendment No. 1”), by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of the parties to this Amendment No. 1 is individually referred to herein as a “Party” and collectively as the “Parties.”

LICENSE AGREEMENT
License Agreement • September 28th, 2006 • Mellanox Technologies, Ltd. • California

This Agreement (“Agreement”) between Vitesse Semiconductor Corporation (“Vitesse”), a Delaware corporation with its principal office at 741 Calle Plano, Camarillo, California 93012, U.S.A. and Mellanox Technologies, Ltd. (“Mellanox”), an Israeli Company with its principal office at _PO Box 586 Yokneam, Israel 20692, is dated as of September 10, 2001.

MELLANOX TECHNOLOGIES, LTD. AGREEMENT TO TERMS OF ELECTION
Mellanox Technologies, Ltd. • April 2nd, 2009 • Semiconductors & related devices

If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form and if submitting a paper Election Form, please return the completed and signed Election Form to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended).

THIRD AMENDED AND RESTATED GLOBAL SHARE INCENTIVE PLAN (2006)
Global Share Incentive • August 3rd, 2018 • Mellanox Technologies, Ltd. • Semiconductors & related devices

Mellanox Technologies, Ltd., a corporation organized under the laws of the State of Israel (the “Company”), pursuant to its Third Amended and Restated Global Share Incentive Plan (2006) and the appendix thereto setting forth the additional terms applicable to Participants who are U.S. Taxpayers (collectively referred to as the “Plan,” except where the context otherwise requires), hereby grants to the individual listed below (the “Participant”), an award (the “Award”) of performance share units (“Performance Share Units” or “PSUs”). Each PSU represents the right to receive [ ˜ ] unrestricted, fully transferable ordinary shares of the Company (each a “Share,” collectively “Shares”) upon vesting. This Award is subject to all of the terms and conditions as set forth herein, in the Performance Share Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Pl

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TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • May 9th, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices • New York

This Technology License Agreement (this “Agreement”) is entered into as of January 21, 2019 (“Effective Date”) by and between Mellanox Technologies Ltd., an Israeli company, with its principal place of business at 26 HaKidma St., Ofer Industrial Park, Yokneam 2069200, Israel (“Mellanox”) and H3C Technologies Co., Limited, a Hong Kong company, with its principal place of business at Room 2301, Caroline Ctr Lee Gardens Two, 28 Yun Ping Road Causeway Bay, Hong Kong (“H3C”). Mellanox and H3C may be referred to in this Agreement, individually, as a “Party,” and collectively, as the “Parties”.

LICENSE AGREEMENT
License Agreement • September 28th, 2006 • Mellanox Technologies, Ltd. • California

This Agreement (“Agreement”) between Vitesse Semiconductor Corporation (“Vitesse”), a Delaware corporation with its principal office at 741 Calle Plano, Camarillo, California 93012, U.S.A. and Mellanox Technologies, Ltd. (“Mellanox”), an Israeli Company with its principal office at PO Box 586 Yokneam, Israel 20692, is dated as of December 16, 2002.

CREDIT AGREEMENT dated as of February 22, 2016, among MELLANOX TECHNOLOGIES, LTD., as the Israeli Borrower, MELLANOX TECHNOLOGIES, INC., as the U.S. Borrower, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Credit Agreement • February 23rd, 2016 • Mellanox Technologies, Ltd. • Semiconductors & related devices • New York

CREDIT AGREEMENT dated as of February 22, 2016, among MELLANOX TECHNOLOGIES, LTD., a public company formed under the laws of the State of Israel (the “Israeli Borrower” or the “Company”), MELLANOX TECHNOLOGIES, INC., a California corporation (the “U.S. Borrower” and, together with the Israeli Borrower, the “Borrowers”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Amended Form made by and between Mellanox Technologies, Ltd. and each of its directors and executive officers INDEMNIFICATION UNDERTAKING dated as of [ ], 2009 from Mellanox Technologies Ltd. to [ ] (the “Office Holder”)
Mellanox Technologies, Ltd. • August 6th, 2009 • Semiconductors & related devices

In respect of your service as a director or office holder of Mellanox Technologies Ltd. (the “Company”), the Company desires to provide for your indemnification to the fullest extent permitted by law. To that end, the Company hereby agrees as follows:

MELLANOX TECHNOLOGIES, LTD. AGREEMENT TO TERMS OF ELECTION
Mellanox Technologies, Ltd. • March 24th, 2009 • Semiconductors & related devices

If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form and if submitting a paper Election Form, please return the completed and signed Election Form to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 21, 2009 (6:00 a.m. Israeli Time on April 22, 2009) (unless the Offer is extended).

LEASE AGREEMENT Made and executed in Yokneam on the 1st day of March, 2011
Lease Agreement • March 7th, 2011 • Mellanox Technologies, Ltd. • Semiconductors & related devices

WHEREAS The Lessor is the owner or registered lease holder or is entitled to be registered as the owner or lease holder, as the case may be, of the land with an area of 62,000 square meters, which includes the parcels known as nos. 33, 34, 36, 37, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49 and 50 (in entirety) as well as parts (areas) of parcels of land known as nos. 21, 22, 23, 24, 30, 31, 32, 35, 38, 39, 79, 80 and 82 in lot 11098 (hereinafter: “the Land”).

EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • November 14th, 2006 • Mellanox Technologies, Ltd. • Semiconductors & related devices • California

This Executive Severance Benefits Agreement (the “Agreement”) is entered into this ___day of , 2006 (the “Effective Date”), between [•] (“Executive”) and Mellanox Technologies, Ltd. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 5.

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • August 3rd, 2018 • Mellanox Technologies, Ltd. • Semiconductors & related devices

This AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into effective as of this [ ˜ ] day of [ ˜ ], 2018 (the “Effective Date”), between [ ˜ ] (“Executive”) and MELLANOX TECHNOLOGIES, LTD. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events and supersedes in its entirety any prior Executive Severance Benefits Agreement entered into by and between Executive and the Company (the “Prior Agreement”). Certain capitalized terms used in this Agreement are defined in Article 5.

AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 26th, 2007 • Mellanox Technologies, Ltd. • Semiconductors & related devices

THIS AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of February 2, 2007, with respect to that certain Amended and Restated Investor Rights Agreement (the “Agreement”) dated as of October 9, 2001, by and among Mellanox Technologies, Ltd., an Israeli company (the “Company”), and the other parties thereto.

MELLANOX TECHNOLOGIES, LTD. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 28th, 2006 • Mellanox Technologies, Ltd. • California

This Amended and Restated Investor Rights Agreement (this “Agreement”) is made effective as of October 9, 2001 by and among Mellanox Technologies, Ltd., an Israeli company (the “Company”), purchasers of the Company’s Series A Preferred Shares, Series B Preferred Shares and Series D Redeemable Preferred Shares who are signatories to this Agreement (the “Purchasers”) and certain holders of the Company’s Ordinary Shares who are signatories to this Agreement (the “Founders” and, together with the Purchasers, the “Major Investors”) and, for purposes of Sections 1, 2, 3, 4, 5, 9, 12, 14, 15, 16, 17 and 18 only, the holder of Series C Preferred shares issued or issuable pursuant to the Series C Preferred Share Purchase Agreement dated November 5, 2000 (the “Series C Preferred Shares”).

EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • November 14th, 2006 • Mellanox Technologies, Ltd. • Semiconductors & related devices

This Executive Severance Benefits Agreement (the “Agreement”) is entered into this ___day of , 2006 (the “Effective Date”), between [•] (“Executive”) and Mellanox Technologies, Ltd. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 5.

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