This Employment Agreement, effective as of the 9th day of January, 2001 (the "Effective Date"), is made by and
between Radview Software, Inc., a Delaware corporation ("Radview") and Brian E. LeClair ("Employee").
WHEREAS Radview is a wholly owned subsidiary of Radview Software Ltd., an Israeli corporation ("Parent");
WHEREAS Employee and Radview have entered into an agreement which includes among other things, a
covenant not to compete with Radview by the Employee, a non-solicitation agreement and an assignment of
inventions agreement; and
WHEREAS Employee and Radview desire to set forth other terms of Employee's employment;
NOW, THEREFORE, the parties hereto agree as follows:
1. CHANGE OF CONTROL.
Upon a Change of Control (as defined below), all unvested stock options and/or restricted shares shall
immediately vest with respect to 50% of such options and/or shares.
2. TERMINATION OF EMPLOYMENT SUBSEQUENT TO A CHANGE OF CONTROL.
a. If, within 12 months of a Change of Control (as defined below) (i) Employee terminates his employment with
Good Reason (as defined below) or
(ii) Employee's employment is terminated without Cause (as defined below), then, in either case, Employee will
receive on his termination date the Accrued Obligations (as defined below) and severance pay equal to six (6)
months of his or her annual base salary then in effect shall be paid in equal installments (minus applicable
withholdings) over a six
(6) month period following such termination,
b. Employee shall continue to receive the same health benefits as he or she was receiving prior to such termination
during the six (6) month period following such termination; and
c. All remaining unvested stock options and/or restricted shares shall immediately vest; provided, however, that if
the Board of Directors of Parent determines that the provisions of this Section 2(c) might have the effect of
adversely affecting the accounting treatment of a "pooling transaction" resulting