Exhibit 10.1

amended and restated Employment Agreement

This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of the Commencement Date (as defined below), by and between ENvue Medical Israel Ltd., an Israeli corporation with its principal place of business at St. Ha’Barzel 26, Tel-Aviv, Israel (the “Company”), and, Dr. Doron Besser, ID. No. 017157520 (the “Executive”, and together with the Company, the “Parties”).

NOW, THEREFORE, in consideration of the mutual premises, covenants and other agreements contained herein, the Parties hereby agree as follows:

General

Term and Termination

The terms and conditions set forth hereunder with respect to the Employment shall commence on the date set forth in Exhibit A (the “Commencement Date”), and continue until terminated pursuant to the terms set forth herein (the “Term”).

Prior or immediately upon termination of this Agreement:

Executive’ Representations and Warranties; Additional Covenants

For avoidance of doubt, Executive undertakes to fully comply with the confidentiality, proprietary information and non-competition provisions set forth in Exhibit C. The provisions of Exhibit C shall constitute an integral part of this Agreement and its provisions are hereby incorporated by reference. This Agreement shall not come into force unless Exhibit C is executed by the Executive and this Agreement is fully subject to the provisions of Exhibit C.

Salary and Benefits

Vacation, Sick Leave and Convalescence Pay

Executive shall be entitled to the number of Convalescence Pay (“Dmei Havra’a”) days as set forth in Exhibit A.

Protection of Privacy; Collection and Use of Personal Information

EXECUTIVE ACKNOWLEDGES THAT HE/SHE IS FAMILIAR WITH AND UNDERSTANDS THE ENGLISH LANGUAGE AND DOES NOT REQUIRE TRANSLATION OF THIS UNDERTAKING TO ANY OTHER LANGUAGE. EXECUTIVE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM/HER THAT HE/SHE MAY CONSULT AN ATTORNEY BEFORE EXECUTING THIS UNDERTAKING AND THAT HE/SHE HAS BEEN AFFORDED AN OPPORTUNITY TO DO SO.

IN WITNESS WHEREOF the Parties have signed this Agreement as of the date first set forth above.

Salary

Insurance and Funds

The Company shall insure the Executive under an accepted manager’s insurance scheme, if available to the Executive or pension fund (the “Pension Fund”) or combination of the two arrangements, as shall be chosen by the Executive at the Executive’s sole discretion, as follows (collectively, the “Plan”):

Reimbursement of Expenses

Additional Benefits

1. Reduction in Authority, Duties, or Responsibilities – Any change or reduction in Executive’s authority, duties, reporting structure, or responsibilities during the first twelve (12) months as of the date hereof, including but not limited to: (i) removal or reassignment of direct reports, (ii) a diminution of decision-making power, (iii) the hiring or appointment of another executive with overlapping authority, or (iv) the establishment of a governance structure that materially impairs Executive’s ability to perform the duties for which they were originally engaged.

2. Reduction or change in structure of the in Base Salary, Bonus, or Benefits – A reduction of any of Executive’s base salary, target bonus opportunity, stock options, equity incentives, or other material benefits including any change in the structure of the overall compensation, other than a reduction that is part of an across-the-board reduction for similarly situated executives.

3. Relocation Requirement – A requirement that the Executive relocate their principal place of employment (either full time or part time) more than 60 miles from the current location, unless such relocation was previously agreed upon.

4. Hostile Work Environment or Retaliation – The Executive being subjected to workplace harassment, intimidation, or retaliation, including but not limited to: (i) a sustained pattern of undermining the Executive’s leadership, (ii) exclusion from material decision-making processes without cause, (iii) any act or default that materially changes the Executive’s work environment or affect, the Executive’s opinion, his ability to fulfil his duties and role within the Company, Subsidiary or Parent, or (iv) any actions taken against the Executive in retaliation for raising concerns regarding governance, regulatory compliance, or financial integrity.

5. Breach of Agreement by the Company – Any breach of this Agreement by the Company, including but not limited to: (i) failure or delay to pay Executive’s agreed-upon compensation in whole or in part, (ii) failure or delay to provide the benefits or perquisites outlined in this Agreement, or (iii) any unilateral modification to the terms of Executive’s employment that materially affects Executive’s financial or professional interests.

Name of Executive: Doron Besser, Signature: __________________, Date: _______________

This PROPRIETARY INFORMATION, INTELLECTUAL PROPERTY AND NON-COMPETITION AGREEMENT (the “Agreement”) by and between Envue Medical Israel Ltd., an Israeli company including any Group Entity (the “Company”), and Doron Besser (the “Executive”) is made as of ______________ (the “Effective Date”). The Executive’s obligations and Company’s rights under this Exhibit shall apply as of the Effective Date (or earlier, in case Executive’s engagement with the Company commenced at an earlier time) and thereafter as long as the Executive is employed or engaged by the Company, including, without limitation as an officer and/or director and/or consultant of the Company.

NOW, THEREFORE, the Executive undertakes and warrants towards the Company as follows:

References herein to the term “Company” shall include any of the Company’s direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assigns. All terms not defined herein shall have the meaning ascribed to them in the employment agreement this Exhibit C is attached to.

1. Confidentiality.

1.1 Nondisclosure; Recognition of Company’s Rights. At all times during the Executive’s engagement with the Company and thereafter, the Executive shall hold in confidence and will not disclose, use, or publish any of the Company’s Confidential Information (as defined below), except as required and to the extent required in connection with the Executive’s work for the Company, or unless expressly authorized in writing by the Company. All Confidential Information is and shall be the sole and exclusive property of the Company and its assigns. If an Executive’s entire right, title and interest in the Confidential Information and any modifications thereto are not transferred to the Company automatically by law, the Executive hereby irrevocably transfers and assigns to the Company any rights he has or acquires in any and all Confidential Information. Except as otherwise expressly provided under this Agreement, this Agreement does not, and shall not be construed to, grant to the Executive any license or right of any nature with respect to any Confidential Information.

1.2 Confidential Information. The term “Confidential Information” means any and all knowledge, data or information (in any form or medium) related, directly or indirectly, to the Company’s business as conducted and/or as proposed to be conducted or its actual or demonstrably anticipated research or development, including, without limitation: (a) trade secrets, Inventions (as defined below), Company Inventions (as defined below), ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of the Company’s Executives, consultants, contractors, and any other service providers of the Company; (d) the existence of any business discussions, negotiations, or agreements between the Company and any third party and any agreements entered into between the Company and such third parties; (e) all memoranda, books, notes, records, email transmissions, charts, specifications, lists and other documents made, reproduced, compiled, received, held or used by the Executive in connection with his/her engagement by the Company with respect to clauses (a)-(d).

The Executive shall have no obligation under this Agreement to maintain in confidence any information that, as demonstrated by Executive in tangible evidence (i) is in the public domain at the time of disclosure, (ii) enters the public domain other than by breach of the Executive’s obligations hereunder or under any other contract to which both the Executive and the Company are parties or under any applicable law or regulation, or by breach of another person’s or entity’s confidentiality obligations, (iii) belongs or pertains to the Executive, or was created, developed, owned or in the possession of the Executive prior to the Commencement Date; (iv) is owned or was created by any entity with which the Executive continues to be engaged with the Company’s knowledge and permission, as provided in the Executive’s employment agreement; or (v) is required to be disclosed by law.

1.3 Third Party Information. The Executive understands that the Company received and may receive in the future from third parties confidential or proprietary information (the “Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of the Executive’s engagement and thereafter, the Executive shall hold Third Party Information in strict confidence and will not disclose to anyone (other than the Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with the Executive’s work for the Company, Third Party Information, unless expressly authorized by an officer of the Company in writing.

1.4 No Improper Use of Information of Third Parties. The Executive represents that his/her engagement by the Company does not and will not breach any obligation to or agreement with any third party (including without limitation former employers), including any non-compete agreement or any agreement to keep in confidence information acquired by him/her in confidence or trust prior to his/her engagement by the Company. The Executive further represents that he/she has not entered into, and will not enter into, any agreement, either written or oral, in conflict herewith. During the Executive’s engagement by the Company, he/she will not improperly use or disclose or incorporate into the Company’s products, processes, machines and/or Company’s Inventions any confidential information, non-public material, trade secrets or any proprietary information of any kind of any former employer or other third party, unless such party consented to such use and only after obtaining Company’s written consent.

1.5 Further Obligations. Executive further agrees: (i) not to make copies of Confidential Information or any portions thereof except as authorized by the Company; (ii) not to alter or remove from any Confidential Information any proprietary, copyright, trademark, or trade secret notices or markings; (iii) to report to the Company of any breach or unusual event relating to Confidential Information; (iv) to adhere to any demands required by the Company (including third parties to whom it has confidentiality obligations) and any applicable standards and/or policies the Company may have in order to prevent disclosure or use of Confidential Information (including Third Party Information) and/or minimize any damages relating to such use or disclosure; (v) not to cause damage to the Company’s reputation and/or its customer database and/or business in any way whatsoever; and (vi) not make, publish, or authorize any statement, whether oral or written, that may reasonably be considered to disparage, defame, or otherwise harm the reputation, goodwill, or business interests of the Company, its affiliates, directors, officers, or employees.

2. Company Inventions.

2.1 Inventions and Intellectual Property Rights. The term “Invention” means any systems, ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, technology, software, databases, marks and logos, reputation, other copyrightable works, methods and techniques and any derivatives and modifications thereof (all whether or not patentable or registrable under intellectual property or other laws). The term “Intellectual Property Rights” means any rights applicable to Inventions, including (but not limited to): (i) patents, patent applications, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) trademarks, trade names, trade dress and any other rights associated with and relating to reputation and all goodwill associated with same; (vi) any other proprietary rights relating to intangible property and any other intellectual property rights recognized by the laws of any jurisdiction or country; (vii) any rights related to or derived from any contracts with respect to any intellectual property or intangible assets, including (but not limited to) any rights under any license, cross-license, assignment or transfer agreement; and (viii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights.

2.2 Company Inventions and Ownership Thereof. The Executive hereby agrees, acknowledges and declares that all Inventions made, developed, conceived, reduced to practice or learned by the Executive, in whole or in part, whether alone or jointly with others, during the period of the Executive’s engagement with the Company (including after hours, on weekends or during vacation time, but excluding any Inventions that belong to third-party entities with which the Executive continues to be engaged with the Company’s knowledge and permission during the same period ) that: (i) fall within the Company’s current or anticipated fields of business or any related or complementary fields of business; (ii) relate in any manner to the actual or demonstrably anticipated business, work, or research and development of the Company; (iii) are based on, complement or relate in any other way to the Company’s current or anticipated products or services; (iv) are developed in whole or in part on the Company’s time or using Company’s equipment, supplies, resources, funds, facilities or Confidential Information, or (v) result from or are suggested by or are connected with or related to any task assigned to the Executive or any work performed by the Executive for or on behalf of the Company, the scope of the Executive’s duties and responsibilities with the Company or any plan or discussion within the Company that the Executive became aware of; including any Intellectual Property Rights related thereto (the “Company Inventions”) are, from their inception, and shall remain at all times the sole and exclusive property of the Company or its assigns.

2.3 Assignment of Company Inventions. Notwithstanding the foregoing, if an Executive’s entire right, title and interest in the Company Inventions are not transferred to the Company automatically by law, the Executive hereby irrevocably assigns and transfers to the Company and agrees to assign and transfer in the future, for no additional consideration or compensation, the Executive’s entire right, title and interest in and to all Company Inventions. To the extent necessary, the Executive will fully cooperate with the Company in effectuating any assignment of right, title and interest in and to all Company Inventions, including (but not limited to) by signing any documents reasonably required by the Company or demanded by any court or competent government authority for effectuating any assignment for right, title and interest in and to all Company Inventions to the Company. Without derogating from the above, the Executive hereby undertakes to immediately assign to the Company any patents, designs, trademarks or any other registrable Intellectual Property Rights, or any pending applications for such Intellectual Property Rights, filed by or on behalf of or under the name of the Executive where such Intellectual Property Rights relate to Company Inventions.

2.4 Company Inventions Waiver. Without derogating from the aforementioned, the Executive hereby confirms that any Company Inventions are “work made for hire” in favor of Company, and explicitly waives any interest, claim or demand that the Executive may have for, or may be entitled to, with respect to any Intellectual Property Rights or any other rights applicable to Company Inventions, any consideration, compensation or royalty in connection with the Company Inventions, including but not limited to, any claims for consideration, compensation or royalty pursuant to Section 134 of the Israeli Patents Law - 1967 (the “Patents Law”). The Executive hereby acknowledges and declares that 10% of his/her monthly base salary will be deemed as special consideration (the “Special Consideration”), paid by the Company for his/her obligations regarding proprietary rights, inventions assignment, non-competition and non-solicitation as set forth herein, constitutes the entire compensation to which he/she is entitled to and includes any and all consideration with respect to the Company Inventions developed by him/her. The Executive further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalties with respect to the Company Inventions before any competent authority, including, without limitation, the Committee for Compensation and Royalties under the Patents Law (the “Committee”). Notwithstanding the above, in the event that despite the parties’ agreement hereunder and the aforementioned waiver it is determined by any competent authority (including but not limited to the Committee) that for any reason whatsoever the Executive is or will be entitled to consideration, compensation or royalties in connection with one or more Company Inventions, the Executive agrees and acknowledges that the Special Consideration will be deemed the sole and final consideration, compensation or royalty payments to which Executive is, and will be, entitled to in connection with such Company Inventions. This agreement is intended to serve as an “agreement” for the purpose of Section 134 of the Patents Law and the Executive acknowledges that with the signing of this Agreement the Executive agrees that the Committee shall have no jurisdiction with respect to any consideration, compensation or royalties in connection with Company Inventions. For the avoidance of doubt, the provisions of Section ‎2 shall apply to any Invention constituting a service invention as defined in the Israeli Patents Law (the “Service Invention”), and such shall not constitute Executive’s property unless Company explicitly approves otherwise, in writing, within 6 months of receiving written notice of the Service Invention. It is clarified that Section 132(b) of the Patents Law will not apply to the Service Invention, thus lack of written notice shall in no event constitute approval.

2.5 Waiver of Moral Rights. The Executive hereby explicitly waives any interest, claim or demand for any Moral Rights that he/she has or may have in the future with respect to the Company Inventions. “Moral Rights” as used herein means the rights of an author under Section 45 of the Israeli Copyright Law, 2007, or any other similar provision under any law of any applicable jurisdiction, including the right of the author to be known as the author of his/her work; to prevent others from being named as the author of his/her work; to prevent others from making deforming changes in his/her work in a manner that reflects negatively on his/her professional standing, his/her goodwill or dignity.

2.6 Notice Obligations. During the period of the Executive’s engagement with the Company and for one (1) year thereafter, the Executive shall promptly and fully disclose to the Company in writing (a) all Company Inventions authored, conceived, or reduced to practice by him/her, either alone or with others; and (b) all Inventions made, conceived or reduced to practice by the Executive, alone or together with others, whether or not in the Executive’s opinion the Inventions fall under the definition of Company Inventions. The above is intended to complement any obligation to report inventions the Executive may have under any applicable law and regulation and will not derogate from any such obligation the Executive may have towards the Company (including but not limited to the obligations under Section 131 of the Patents Law).

2.7 Government or Third Party; Other Obligations. The Executive also agrees to assign all rights, title, and interests in and to any particular Company Invention to a third party as may be directed by the Company. The Executive further acknowledges that the Company from time to time may have agreements with other persons or with government authorities, or agencies thereof, which impose obligations or restrictions on the Company regarding Company Inventions made during the course of work thereunder or regarding the confidential nature of such work. The Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.

2.8 Enforcement of Intellectual Property Rights and Assistance. During the period of the Executive’s engagement and thereafter, the Executive shall assist the Company in every proper way to obtain and enforce United States, Israeli and foreign Intellectual Property Rights relating to the Company Inventions in all jurisdictions and he/she shall execute and deliver such further conveyance instruments and take such further actions as may be necessary or desirable to register such Intellectual Property Rights by the competent authorities and evidence more fully the transfer of ownership of the Company Inventions to the Company and to defend and enforce the Intellectual Property Rights therein. The Executive therefore agrees that, if necessary, the Executive will: (a) execute, acknowledge, and deliver any affidavits or documents of assignment and conveyance regarding the Company Inventions; (b) serve as witness or consultant as reasonably requested; and (c) perform any other acts deemed necessary to carry out the intent of this Agreement. For avoidance of any doubt, the Company shall bear any and all costs and expenses related to the Executive’s performance of the obligations hereunder.

In the event the Company is unable because of Executive’s mental or physical incapacity, as determined and confirmed in a written instrument signed by a qualified professional to secure the Executive’s signature on any document needed in connection with such purposes, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his/her agent and attorney-in-fact, which appointment is coupled with an interest, to act on his/her behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by the Executive.

3. Actions that may harm the Company’s Intellectual Property Rights. Without derogating from anything hereunder, the Executive undertakes to refrain from any action which may harm, compromise or challenge the Company’s Intellectual Property Rights in any Company Inventions, including (but not limited to) with respect to registrability, validity, enforceability, transferability or value of such Intellectual Property Rights.

4. Use of third-party intellectual property. The Executive acknowledges that the performance of the Executive’s work for and role within the Company and the tasks assigned to the Executive by the Company may, from time to time, involve the use of information or Inventions in which third parties may have rights (“Third Party Rights”) and that the misuse or infringement of such Third Party Rights may create legal and financial risks for the Company. The Executive agrees and undertakes to take all reasonable precautions in order to avoid and prevent any misuse or infringement of any Third Party Rights within the context of the Executive’s work for or on behalf of the Company and to alert the Company of any situations in which the Executive becomes aware that such Third Party Rights may be misused or infringed.

5. Records. Without derogating from any of the Executive’s undertakings in Section 1 of this Agreement, the Executive agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks and in any other form that is required by the Company) of all Company Inventions which records shall be available to, and remain the sole property of, the Company at all times. The Executive agrees not to remove such records from the Company’s place of business except as expressly permitted by the Company or to the extent necessary in connection with the duties and responsibilities of the Executive. Executive agrees to return all such records (including any copies thereof) to the Company at the time of termination of his/her engagement with the Company.

6. Company property and Return Of Company Property. During the term of the Executive’s engagement with the Company, the Executive shall not remove from the Company’s offices or premises any Company property, equipment or documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions or Confidential Information (“Company Property”) unless and to the extent necessary in connection with the duties and responsibilities of the Executive or as permitted by the Company. In the event that such Company Property is duly removed from the Company’s offices or premises, Executive shall take all actions necessary in order to secure the safekeeping and confidentiality of such Company Property. The Executive shall return the Company Property to its proper files or location as promptly as possible after such use or, if earlier, upon the Company’s request. Upon termination of the Executive’s engagement (for whatever reason) or upon the Company’s request at any other time, the Executive shall deliver to the Company all of the Company Property and certify in writing that he/she has fully complied with the foregoing obligation. In addition, the Executive agrees that he/she will not copy, delete, or alter any information contained upon the Company computer(s) used by the Executive or such e-mail box(es) accessible by the Executive before he/she returns them to the Company.

7. Non Competition and Non Solicitation.

7.1 Non Competition. Executive agrees that as long as he is in the employment of the Company and for a period of twelve (12) months after termination of employment, for any reason, Executive will not, directly or indirectly, either alone or jointly with others or as an executive, agent, consultant owner, partner, joint venturer, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an executive of any person, firm or company, anywhere in the world, engage in, become financially interested in, be employed by or have any business engagement with any business or venture that is engaged in any activities directly involving (i) products or services directly competing with the Company’s products or services, or with such of the Company’s affiliates’ products and services which relate to the Company’s actual business, products or material research and development, as they shall be at the time of termination of his employment, or (ii) processes, technology or equipment which directly competes with information, processes, technology or equipment in which the Company has a proprietary interest, or in which any of the Company’s affiliates then has a proprietary interest and which are related to the Company’s actual business, products or material research and development. The foregoing shall not apply to (i) holdings of securities of any company the shares of which are publicly traded on an internationally recognized stock exchange, which do not exceed 5% of the issued share capital of such public company, so long as Executive has no active role in such public company as a director, officer, executive, consultant (including as an independent consultant) or otherwise, or (ii) de minimis non-commercial activities.

7.2 Non-Competition Consideration. The Executive acknowledges and agrees that out of his Salary, an amount equal to ten percent (10%) of his monthly Salary shall be deemed as specific consideration paid to the Executive in respect of his non-competition undertaking under this Exhibit.

7.3 Non Solicitation. During the term of the Executive’s employment with the Company and for a period of twelve (12) months after termination of employment, for any reason, Executive will not, either directly or indirectly, including personally or in any business in which Executive is an executive, officer, director, shareholder, consultant or contractor, for any purpose or in any place, solicit or encourage or endeavor to solicit or encourage or cause others to solicit or encourage any Executives of the Company or of the Company’s affiliates to terminate their employment with the Company or with the Company’s affiliates as applicable.

8. General Provisions.

8.1 Reasonable Limitations. Executive certifies the area, scope and duration of the undertakings stated in this Exhibit are reasonable in all aspects, and that good and valuable consideration exists with respect thereof.

8.2 Governing Law and Venue. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and construed under the laws of the State of Israel, without giving effect to principles of conflicts of laws thereof. The competent courts in Tel Aviv, Israel, shall have exclusive jurisdiction over any dispute arising in connection with this Agreement.

8.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

8.4 Survival. This Agreement shall survive the termination of the Executive’s engagement, regardless of reason, and the assignment of this Agreement by the Company to any successor-in-interest or other assignee and be binding upon the Executive’s heirs and legal representatives.

8.5 Engagement. The Executive agrees and understands that nothing in this Agreement shall confer any right with respect to the continuation of his/her engagement by the Company, nor shall it interfere in any way with his/her right or the Company’s right to terminate the engagement at any time, with or without Cause and with or without advance notice.

8.6 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), by e-mail, or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given upon appearing as delivered or refused on the mail service website. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. If sent by electronic mail upon confirmation of receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

8.7 Injunctive Relief. The Executive confirms that, because his/her employment tasks are personal and unique and because he/she may or will have access to Confidential Information, any breach of the provisions of this Agreement by the Executive could cause irreparable injury to the Company for which monetary damages could not be an adequate remedy and, therefore, might entitle the Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

8.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

8.9 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes all prior agreements or communications between the Company and Executive with respect to such matters (including without limitations, the Original Agreement, save for such provisions under the Original Agreement which are designated to survive termination or expiration). No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Executive and the Company. Any subsequent change or changes in Executive’s duties, salary or compensation will not affect the validity or scope of this Agreement. This Agreement may be executed in one or more counterparts and delivered by facsimile transmission (or any other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

EXECUTIVE ACKNOWLEDGES THAT SHE IS FAMILIAR WITH AND UNDERSTANDS THE ENGLISH LANGUAGE AND DOES NOT REQUIRE TRANSLATION OF THIS UNDERTAKING TO ANY OTHER LANGUAGE. EXECUTIVE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM/HER THAT HE/SHE MAY CONSULT AN ATTORNEY BEFORE EXECUTING THIS UNDERTAKING AND THAT HE/SHE HAS BEEN AFFORDED AN OPPORTUNITY TO DO SO.

IN WITNESS WHEREOF, the parties hereto have caused this PROPRIETARY INFORMATION, INTELLECTUAL PROPERTY AND NON-COMPETITION AGREEMENT to be duly executed and delivered on and as of the Effective Date.

Exhibit D

General Approval Regarding Payments by Employers to a Pension Fund and Insurance Fund In Lieu Of Severance Pay under the Severance Pay Law, 5723-1963