Preview | Executive Severance Benefits Agreement |

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.

1.2 Restrictions. During his employment by the Company, Executive agrees to the best of his ability and experience that he will at all times loyally and conscientiously perform all of the duties and obligations required of and from him as []. During the term of his employment, Executive further agrees that he will devote all of his business time and attention to the business of the Company, the Company shall be entitled to all of the benefits and profits arising from or incident to all such work, services and advice, Executive shall not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Board, and Executive shall not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this Agreement shall prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from service on boards of charitable organizations or otherwise participating in civic, charitable or fraternal organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.

1.3 Employee Proprietary Information and Inventions Agreement. Executive acknowledges that he has previously executed and delivered to an officer of the Company the Companys Employee Proprietary Information and Inventions Agreement (the Confidentiality Agreement) and that the Confidentiality Agreement remains in full force and effect.

1.4 Confidentiality of Terms. Executive agrees to follow the Companys strict policy that employees must not disclose, either directly or indirectly, any information, including any of the terms of this Agreement, regarding salary, bonuses, or stock purchase or option allocations to any person, including other employees of the Company; provided, however, that Executive may discuss such terms with members of his immediate family and any legal, tax or accounting specialists who provide Executive with individual legal, tax or accounting advice,

and Executive may discuss such terms with other employees of the Company on a need to know basis if required to carry out Executives duties as [] or at the request of the Board.

1.5 Benefits Upon Covered Termination. The Company and Executive wish to set forth the benefits which Executive shall be entitled to receive in the event of a Covered Termination.

1.6 Consideration. The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executives past services to the Company, Executives continued employment with the Company, and Executives execution of a release in accordance with Section 4.1 hereof.

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