Tessera Defense & Homeland Security Inc.

PHGESEC EDGAR
8-K, Current report
Important filing

Departure or appointment of directors or officers, Regulation FD disclosure, Financial statements and exhibits

Filing items

Item 5.02
Departure or appointment of directors or officers
Important
Item 7.01
Regulation FD disclosure
Item 9.01
Financial statements and exhibits

Exhibit: EX-10.1

EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 7, 2026 AMONG TESSERA DEFENSE AND HOMELAND SECURITY INC., TESSERA DEFENSE AND HOMELAND SECURITY ISRAEL LTD. AND MICHAEL OSTER (ENGLISH TRANSLATION)
English translation. The Hebrew version of this agreement is the binding version (Section 16.7).
1. Tessera Defense and Homeland Security Inc. (U.S. tax identification no. 82-3364020), a corporation organized under the laws of the State of Delaware, U.S.A., of 850 New Burton Road, Suite 201, Dover, Delaware 19904 (the "Parent Company"or the"Public Company");
2. Tessera Defense and Homeland Security Israel Ltd. (טסרה ישראל הגנה ואבטחה בע״מ), company no. 517322699, of 8 HaGavish Street, Netanya (the "Subsidiary"or the"Employer");
the Parent Company and the Subsidiary together: the "Companies"or the"Group"and:
Michael Oster, I.D. no. [***], of [***] (the"CEO"or the"Employee")
WHEREAS the Parent Company is a public company whose securities are traded on a U.S. stock exchange (NYSE), and the Subsidiary is a wholly owned subsidiary of the Parent Company and serves as its operating and holding arm in Israel;
WHEREAS the Companies wish to appoint the CEO as the chief executive officer of the Parent Company and of the Subsidiary;
WHEREAS the Subsidiary wishes to employ the CEO as the chief executive officer of the Subsidiary and to appoint him as a director of the Subsidiary;
WHEREAS the CEO wishes to accept such office and employment on the terms and subject to the limitations set out in this Agreement;
WHEREAS the parties wish to set out the legal relationship between them, the terms of employment, compensation, separation arrangements and equity compensation, regulatory obligations, and the confidentiality and intellectual property terms applicable to the CEO, subject to Israeli law;
NOW, THEREFORE, it is declared, stipulated and agreed between the parties as follows:
1.1 The preamble to this Agreement and its appendices form an integral part of it.
1.2 Section headings are for convenience only and shall not be used in interpretation.
"Exchange" means the NYSE or any other exchange on which the Parent Company's securities are traded;
"Compensation Committee" means the compensation committee of the board of directors of the Parent Company;
"Companies Law"means the Israeli Companies Law, 5759-1999, and the regulations under it;"U.S. Securities Law" means the Securities Act of 1933, the Securities Exchange Act of 1934, the rules of the SEC and the rules of the Exchange, as amended from time to time;
"Clawback Policy" means the Parent Company's compensation recovery policy under Rule 10D-1 and the rules of the Exchange, as amended from time to time;
"Equity Plan" means the Parent Company's equity compensation plan as in effect from time to time;
"Change in Control"or"CIC" means any of the following with respect to the Parent Company: (a) the acquisition of control (more than 50% of the voting power) by a person or group, other than existing shareholders to a similar extent; (b) a merger, reorganization or sale of all or substantially all of the assets, unless the Parent Company's shareholders hold, immediately afterwards, more than 50% of the voting power of the surviving or acquiring entity in substantially similar proportions; (c) a change in a majority of the members of the Parent Company's board of directors within a 12-month period that was not approved by a majority of the directors in office immediately before the change (incumbent board); or (d) approval of a liquidation or sale of all or substantially all of the Parent Company's assets. This definition shall be interpreted in accordance with the Parent Company's CIC policy and the Equity Plan, and subject to the requirements of Section 409A where relevant;
"Code" means the Internal Revenue Code of 1986, as amended.
2.1 It is agreed that the CEO is employed as an employee of the Subsidiary only. At the same time, the CEO will serve as the chief executive officer (CEO) of the Parent Company under an appointment by the Parent Company's board of directors, as an officer and not as an employee of the Parent Company. The Parent Company is not the CEO's employer, and his rights and obligations towards it are those expressly set out in this Agreement (equity compensation, insurance, exemption and indemnification, and the Clawback Policy) and in the law applicable to its officers.
2.2 For the avoidance of doubt, it is expressly agreed that the Israeli company will be the sole paying employer. The Israeli company will be solely responsible for paying the base salary, making social benefit contributions in Israel, withholding tax at source and issuing pay slips under Israeli law.
2.3 Payment of the base salary and its benefits by the Israeli company will fully and finally compensate the Employee for all of his services and positions for the Parent Company as well, and the Employee will have no claim or demand for double compensation from the Parent Company.
2.4 The Employee will report to and be subject to the authority of the board of directors of the Public Company and the board of directors of the Subsidiary, in accordance with their powers under corporate governance and regulatory rules in the U.S. and Israel.
2.5 The CEO will devote all of his time, effort and skills to the Group, and will perform his duties faithfully, with dedication and to the standard of a senior officer of a public company.
2.6 The CEO's direct supervisor at the Subsidiary is the board of directors of the Subsidiary. The CEO's direct supervisor at the Parent Company is the board of directors of the Parent Company (or the chairman of the board, if one is appointed).
2.7 The principal place of work is the Subsidiary's offices in Israel. The CEO will travel to the U.S. and abroad as the position requires, including for board, investor and regulatory meetings. Such travel is an integral part of the position and will not be considered a relocation of the place of work.
2.8 The CEO represents that he is entitled to enter into this Agreement, is not bound by any other agreement that prevents him from holding the office, and will disclose to the Companies any existing or future conflict of interest.
2.9 The CEO will not hold any other position, or engage in any other occupation, paid or unpaid, without the prior written approval of the Parent Company's board of directors, except for service with non-profit organizations to an extent that does not impair the position, after giving written notice.
3.1 This Agreement takes effect on the date the approvals under Section 16.1 are received (the "Commencement Date") and will remain in effect for an indefinite period until terminated under Section 12.
3.2 Either party may terminate this Agreement at any time, subject to Section 12 and on 120 days' prior written notice, unless otherwise provided regarding termination of employment in Section 12.2 below.
3.3 Termination of office at one of the Companies will not automatically terminate the office at the other Company, unless the terminating party expressly states that the termination applies to both offices, or unless continuing in only one office creates a material conflict of interest.
4.1 The CEO will manage the business of each of the Companies within the policies set by the relevant board of directors, and will be responsible, among other things, for strategy, risk management, financial reporting, compliance, senior human resources, investor relations (at the Parent Company) and management of holdings and assets (at the Subsidiary).
4.2 The CEO owes a duty of loyalty and a duty of care to each Company separately, under the corporate law applicable to it, and will not prefer the interests of one Company over the other except by decision of the competent body and after disclosure.
4.3 If a conflict of interest arises between the Parent Company and the Subsidiary, the CEO will notify both boards of directors immediately, will refrain from participating in the relevant decision, and will act in accordance with the instructions of the board that is not conflicted.
4.4 The CEO will comply with the Group's procedures on inside information, securities trading, anti-bribery (FCPA and the Israeli law on foreign bribery), privacy protection and cyber security.
4.5 The CEO represents that the position is one of personal trust and senior management, and that he is exempt from the Hours of Work and Rest Law with respect to overtime, weekly rest and overtime pay, subject to the governing law (with respect to the employment in Israel).
5.1 The Employer will pay the Employee a gross monthly salary of NIS 55,000 (the "Base Salary"). The salary will be paid monthly, no later than the 9th day of the following month.
5.2 The Employer will contribute monthly from the base salary, for the Employee, pension and severance at the following rates: employer pension contributions 7.5% and severance 8.33%, up to the tax-exempt ceiling for employer contributions under law, so that no taxable income is attributed to the Employee for the employer contributions; employee pension deduction: 6% of salary of up to NIS 55,000 per month only (the "Employee Contribution Base"), and no employee pension contributions will be deducted from the portion of the salary exceeding the Employee Contribution Base.

Official document

Tessera Defense & Homeland Security Inc., 8-KSEC EDGAR file no. 000121390026107541
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