Common use of Employee Benefit Plans and Employee Matters Clause in Contracts

Employee Benefit Plans and Employee Matters. (a) The Company has made available a complete and accurate list of all current Company Employees as of the Agreement Date, on a redacted basis where required by Applicable Law (the "Company Employee List"), which reflects each such Company Employee’s: (i) name and employee identification number, (ii) date(s) of hire, (iii) position or job title, (iv) full-time or part-time status, (v) classification as either exempt or non-exempt from the overtime requirements under any Applicable Law, (vi) annual base salary or hourly wage rate, as applicable, (vii) total target bonus or commission, earned, and total for which they remain eligible, as applicable, (viii) any other compensation payable or material fringe benefits for which each such Company Employee is eligible, including housing allowance, deferred compensation, or commission arrangements, vacation/paid time off entitlement and amount accrued, travel pay and car entitlement, if applicable, sick leave entitlement and accrual, recuperation pay entitlement and accrual, (ix) entitlement to pension arrangement and/or any other provident fund (including manager’s insurance, pensions fund and education fund), their respective contribution rates and the salary basis for such contributions whether such employee is subject to Section 14 Arrangement ("Section 14 Arrangement") under the Israeli Severance Pay Law - 1963 (the "Severance Pay Law"), (x) extent of notice period to which such employee is entitled in advance of termination, if any, except as required by Applicable Law; (xi) country and, if applicable, state of employment, and (xii) whether the employee is on leave (and if so, the date on which such leave commenced and the date of expected return to work, if known). Except for the employees included in the Company Employee List who hold senior positions and therefore are exempt from the provisions of the Working Hours and Rest Law, 1951, all Company Employees in Israel receive a monthly salary that includes a global overtime component equal to 20% of each Company Employee’s monthly salary. Except as set forth on Schedule 2.11(a) of the Company Disclosure Schedule, the services provided by all U.S.-based Company Employees are terminable at the will of the Company and any such termination would result in no liability to the Company. The Company has not made any promises or commitments to any of the Company Employees, whether in writing or not, with respect to any future changes or additions to any of their compensation or benefits. Other than as provided in the Company Employee List, (i) there are no other employees employed by the Company, and (ii) all current and former employees of the Company have signed an employment agreement, offer letter, or similar agreement substantially in the form or forms delivered or made available to Acquirer. No employee of the Company is entitled (whether by virtue of any law, contract or otherwise) to any benefits, entitlement or compensation that is not set forth in the Company Employee List or Schedule 2.11(k) of the Company Disclosure Schedule or that should be reclassified as part of their determining salary for all intent and purposes, including for the social contributions. All current Company Employees are subject to a Section 14 Arrangement and have been subject to such arrangement from the commencement date of their employment and on their entire salary. As of the Agreement Date, there is no Person who has accepted an offer of employment made by the Company or any Subsidiary but whose employment has not yet started. Except as set forth in the Company Employee List, no senior management level employee of the Company has been dismissed in the last 12 months prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) The Company has made available a complete and accurate list does not have any employees. There is no Liability with respect to pension or provident funds and/or severance pay and/or in any other respect in connection with the employment of all current Company Employees as former employees of the Agreement Company and/or the termination of their employment. Since the Reference Date, on a redacted basis where all amounts that the Company was legally or contractually required either (A) to deduct from former employees’ salaries or to transfer to such former employees’ pension or provident, life insurance, incapacity insurance, continuing education fund (‘keren hishtalmut’) or other similar funds or (B) to withhold from the former employees’ salaries and benefits *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and to pay to any Governmental Entity as required by Applicable the ITA and National Insurance Law (or otherwise, have, in each case, been duly deducted, transferred, withheld and paid. Since the "Company Employee List")Reference Date, which reflects each such Company Employee’s: (i) name the Company has been in compliance in all material respects with all applicable Legal Requirements and employee identification numberContracts relating to employment, (ii) date(s) employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions of hireemployment related to those of its employees who reside or work in Israel, (iii) position or job title, (iv) full-time or part-time status, (v) classification as either exempt or non-exempt from including The Prior Notice to the overtime requirements under any Applicable Employee Law, 2002, The Notice to Employee (viTerms of Employment) annual base salary or hourly wage rateLaw, as applicable, (vii) total target bonus or commission, earned, and total for which they remain eligible, as applicable, (viii) any other compensation payable or material fringe benefits for which each such Company Employee is eligible, including housing allowance, deferred compensation, or commission arrangements, vacation/paid time off entitlement and amount accrued, travel pay and car entitlement, if applicable, sick leave entitlement and accrual, recuperation pay entitlement and accrual, (ix) entitlement to pension arrangement and/or any other provident fund (including manager’s insurance, pensions fund and education fund), their respective contribution rates and the salary basis for such contributions whether such employee is subject to Section 14 Arrangement ("Section 14 Arrangement") under the Israeli Severance Pay Law - 1963 (the "Severance Pay Law"), (x) extent of notice period to which such employee is entitled in advance of termination, if any, except as required by Applicable Law; (xi) country and, if applicable, state of employment, and (xii) whether the employee is on leave (and if so2002, the date on which such leave commenced and Prevention of Sexual Harassment Law, 1998, the date Hours of expected return to work, if known). Except for the employees included in the Company Employee List who hold senior positions and therefore are exempt from the provisions of the Working Hours Work and Rest Law, 1951, all Company Employees in Israel receive a monthly salary that includes a global overtime component equal to 20% of each Company Employee’s monthly salary. Except as set forth on Schedule 2.11(a) of the Company Disclosure ScheduleAnnual Leave Law, 1951, the services provided Salary Protection Law, 1958, The Employment by all U.S.-based Company Employees are terminable at the will Human Resource Contractors Law, 1996, and Law for Increased Enforcement of the Company and any such termination would result in no liability to the Company. The Company has not made any promises or commitments to any of the Company EmployeesLabor Laws, whether in writing or not, with respect to any future changes or additions to any of their compensation or benefits. Other than as provided in the Company Employee List, (i) there are no other employees employed by the Company2011, and (ii) all current and former employees of the Company have signed an employment agreement, offer letter, or similar agreement substantially in the form or forms delivered or made available to Acquirer. No employee of the Company is entitled (whether by virtue of any law, contract or otherwise) to any benefits, entitlement or compensation that is not set forth in the Company Employee List or Schedule 2.11(k) of the Company Disclosure Schedule or that should be reclassified as part of their determining salary for all intent and purposes, including for the social contributions. All current Company Employees are subject to a Section 14 Arrangement and have been subject to such arrangement from the commencement date of their employment and on their entire salary. As of the Agreement Date, there is no Person who has accepted an offer of employment made by the Company or any Subsidiary but whose employment has not yet started. Except as set forth in the Company Employee List, no senior management level employee of the Company has been dismissed not engaged any consultants, sub-contractors or freelancers, in a full-time position engaged on the last 12 months prior to the Agreement DateCompany’s premises.

Employee Benefit Plans and Employee Matters. (a) The Company has made available a complete and accurate list of all current Company Employees as does not have any employees who reside or work outside of the Agreement DateState of Israel. With respect to employees of the Company who reside or work in Israel (each, on a redacted basis where required by Applicable Law (the "Company Employee List"an “Israeli Employee”), which reflects each such Company Employee’sexcept as set forth in Schedule 2.14: (i) name and employee identification numberthe employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the employment Contract with such Israeli Employee or applicable Legal Requirements, (ii) date(s) all obligations of hirethe Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law, 1963, are fully funded or accrued on the Financial Statements, whether in accordance with Section 14 or otherwise, (iii) position no Israeli Employee’s employment by the Company requires any special license, permit or job titleother authorization of a Governmental Entity, (iv) full-time or part-time status, there are no foreign employees employed by the Company in Israel; (v) classification as either exempt there are no material unwritten policies, practices or non-exempt from customs of the overtime requirements Company that, by extension, could reasonably be expected to entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under any Applicable Lawthe terms of such Israeli Employee’s employment Contract (including, by way of example, material unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable Legal Requirements), (vi) annual base salary all amounts that the Company is legally or hourly wage ratecontractually required either (A) to deduct from Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund (‘keren hishtalmut’) or other similar funds or (B) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as applicablerequired by the ITA and National Insurance Law or otherwise, have, in each case, been duly deducted, transferred, withheld and paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than routine payments to be made in the ordinary course of business, consistent with past practice), and (vii) total target bonus or commissionthe Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, earnedemployment practices, wages, bonuses, pension benefits and total for which they remain eligible, as applicable, (viii) any other compensation payable or material fringe benefits for which each such Company Employee is eligiblematters and terms and conditions of employment related to Israeli Employees, including housing allowanceThe Prior Notice to the Employee Law, deferred compensation2002, or commission arrangementsThe Notice to Employee (Terms of Employment) Law, vacation/paid time off entitlement and amount accrued, travel pay and car entitlement, if applicable, sick leave entitlement and accrual, recuperation pay entitlement and accrual, (ix) entitlement to pension arrangement and/or any other provident fund (including manager’s insurance, pensions fund and education fund), their respective contribution rates and the salary basis for such contributions whether such employee is subject to Section 14 Arrangement ("Section 14 Arrangement") under the Israeli Severance Pay Law - 1963 (the "Severance Pay Law"), (x) extent of notice period to which such employee is entitled in advance of termination, if any, except as required by Applicable Law; (xi) country and, if applicable, state of employment, and (xii) whether the employee is on leave (and if so2002, the date on which such leave commenced and Prevention of Sexual Harassment Law, 1998, the date Hours of expected return to work, if known). Except for the employees included in the Company Employee List who hold senior positions and therefore are exempt from the provisions of the Working Hours Work and Rest Law, 1951, all the Annual Leave Law, 1951, the Salary Protection Law, 1958, The Employment by Human Resource Contractors Law, 1996, and Law for Increased Enforcement of Labor Laws, 2011, and (viii) the Company Employees has not engaged any consultants, sub-contractors or freelancers, in Israel receive a monthly salary that includes a global overtime component equal to 20% of each full-time position engaged on the Company’s premises. The Company Employee’s monthly salary. Except as set forth on Schedule 2.11(a) is not subject to, and no employee of the Company Disclosure Schedulebenefits from, the services provided by any extension order (‘tzavei harchava’) except for such extension orders which generally apply to all U.S.-based Company Employees are terminable at the will of the Company and any such termination would result private sector employees in no liability to the CompanyIsrael. The Company has not made any promises furnished to Purchaser (x) copies of all Contracts with Israeli human resource contractors, or commitments with Israeli consultants, sub-contractors or freelancers and (y) copies of material manuals and material written policies relating to any the employment of the Company Employees, whether in writing Israeli Employees or not, termination thereof. There is no liability with respect to pension or provident funds and/or severance pay and/or in any future changes or additions to any other respect in connection with the employment of their compensation or benefits. Other than as provided in the Company Employee List, (i) there are no other employees employed by the Company, and (ii) all current and former employees of the Company have signed an employment agreement, offer letter, or similar agreement substantially in and/or the form or forms delivered or made available to Acquirer. No employee of the Company is entitled (whether by virtue of any law, contract or otherwise) to any benefits, entitlement or compensation that is not set forth in the Company Employee List or Schedule 2.11(k) of the Company Disclosure Schedule or that should be reclassified as part termination of their determining salary for all intent and purposes, including for the social contributions. All current Company Employees are subject to a Section 14 Arrangement and have been subject to such arrangement from the commencement date of their employment and on their entire salary. As of the Agreement Date, there is no Person who has accepted an offer of employment made by the Company or any Subsidiary but whose employment has not yet started. Except as set forth in the Company Employee List, no senior management level employee of the Company has been dismissed in the last 12 months prior to the Agreement Dateemployment.

Employee Benefit Plans and Employee Matters. (a) The Company has made available a complete and accurate list of all current Company Employees as does not have any employees who reside or work outside of the Agreement DateState of Israel. With respect to employees of the Company who reside or work in Israel (each, on a redacted basis where required by Applicable Law (the "Company Employee List"an “Israeli Employee”), which reflects each such except as set forth in Schedule 2.12 of the Company Employee’sDisclosure Letter: (i) name and employee identification numberthe employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the employment Contract with such Israeli Employee or applicable Legal Requirements, (ii) date(s) all obligations of hirethe Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law, 1963, are fully funded or accrued on the Financial Statements, whether in accordance with Section 14 or otherwise, (iii) position no Israeli Employee’s employment by the Company requires any special license, permit or job titleother authorization of a Governmental Entity, (iv) full-time or part-time status, there are no foreign employees employed by the Company in Israel; (v) classification as either exempt there are no material unwritten policies, practices or non-exempt from customs of the overtime requirements Company that, by extension, could reasonably be expected to entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under any Applicable Lawthe terms of such Israeli Employee’s employment Contract (including, by way of example, material unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable Legal Requirements), (vi) annual base salary all amounts that the Company is legally or hourly wage ratecontractually required either (A) to deduct from Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, as applicablelife insurance, (vii) total target bonus or commissionincapacity insurance, earned, and total for which they remain eligible, as applicable, (viii) any other compensation payable or material fringe benefits for which each such Company Employee is eligible, including housing allowance, deferred compensation, or commission arrangements, vacation/paid time off entitlement and amount accrued, travel pay and car entitlement, if applicable, sick leave entitlement and accrual, recuperation pay entitlement and accrual, (ix) entitlement to pension arrangement and/or any other provident continuing education fund (including manager’s insurance’kerenhishtalmut’) or other similar funds or (B) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the ITA and National Insurance Law or otherwise, pensions fund have, in each case, been duly deducted, transferred, withheld and education fund), their respective contribution rates and paid(other than in the salary basis for such contributions whether such employee is subject to Section 14 Arrangement ("Section 14 Arrangement") under the Israeli Severance Pay Law - 1963 (the "Severance Pay Law"), (x) extent ordinary course of notice period to which such employee is entitled business in advance of termination, if any, a manner consistent in all material respects with prior practice or except as required by Applicable Law; (xi) country andapplicable Law or any applicable contractual arrangement), if applicableand the Company does not have any outstanding obligation to make any such deduction, state of employmenttransfer, withholding or payment, and (xiivii) whether the employee Company is on leave in material compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including The Prior Notice to the Employee Law, 2002, The Notice to Employee (and if soTerms of Employment) Law, 2002, the date on which such leave commenced and Prevention of Sexual Harassment Law, 1998, the date Hours of expected return to work, if known). Except for the employees included in the Company Employee List who hold senior positions and therefore are exempt from the provisions of the Working Hours Work and Rest Law, 1951, all Company Employees in Israel receive a monthly salary that includes a global overtime component equal to 20% the Annual Leave Law, 1951, the Salary Protection Law, 1958, The Employment by Human Resource Contractors Law, 1996, and Law for Increased Enforcement of each Company Employee’s monthly salary. Except as set forth on Schedule 2.11(aLabor Laws, 2011, and (viii) of the Company Disclosure Schedulehas not engaged any consultants, the services provided by all U.S.-based Company Employees are terminable at the will of the Company and any such termination would result sub-contractors or freelancers, in no liability to a full-time position engaged on the Company’s premises. The Company has is not made any promises or commitments to any of the Company Employees, whether in writing or not, with respect to any future changes or additions to any of their compensation or benefits. Other than as provided in the Company Employee List, (i) there are no other employees employed by the Companysubject to, and (ii) all current and former employees of the Company have signed an employment agreement, offer letter, or similar agreement substantially in the form or forms delivered or made available to Acquirer. No no employee of the Company is entitled benefits from, any extension order (whether by virtue of any law, contract or otherwise’tzaveiharchava’) except for such extension orders which generally apply to any benefits, entitlement or compensation that is not set forth all private sector employees in the Company Employee List or Schedule 2.11(k) of the Company Disclosure Schedule or that should be reclassified as part of their determining salary for all intent and purposes, including for the social contributions. All current Company Employees are subject to a Section 14 Arrangement and have been subject to such arrangement from the commencement date of their employment and on their entire salary. As of the Agreement Date, there is no Person who has accepted an offer of employment made by the Company or any Subsidiary but whose employment has not yet started. Except as set forth in the Company Employee List, no senior management level employee of the Company has been dismissed in the last 12 months prior to the Agreement DateIsrael.