Common use of Employee Matters and Benefit Plans Clause in Contracts

Employee Matters and Benefit Plans. (a) Other than as disclosed in the SEC Documents, each member of the Company Group (including any applicable ERISA Affiliate) (i) is in compliance in all material respects with applicable Legal Requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Employees; (ii) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan and Employment Agreement. Each Company Employee Plan and Employment Agreement has been established, maintained and administered in all material respects in accordance with its terms and in any applicable Legal Requirements, (including ERISA). As of the date hereof, there are no audits, inquiries or proceedings pending or, to the Company’s knowledge, threatened by any Governmental Entity (including any Tax authority) with respect to any Company Employee Plan. No Company Employee Plan has unfunded liabilities (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), that as of the Pre-Closing, will not be offset by insurance or fully accrued. (b) No ERISA Affiliate of the Company has ever maintained, established, sponsored, participated in, contributed to, or is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under any “multiemployer plan”, as defined in Section 3(37) of ERISA, any plan subject to Title IV of ERISA or Section 412 of the Code, any multiple employer plan (as defined in ERISA or the Code), or any “funded welfare plan” within the meaning of Section 419 of the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either timely applied for or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except such events, conditions or circumstances which could be corrected without such ERISA Affiliate incurring a material liability. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract. (c) No Company Employee Plan provides, or reflects or represents any liability material to the Company and its Subsidiaries to provide post-termination life, health or other welfare benefits to any Person for any reason, except as may be required by Section 601 through 608 of ERISA or other applicable statute. (d) The Company and each ERISA Affiliate: (i) is not liable for any material arrears of wages or penalties with respect thereto, and (ii) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Each current Employee of the Company Group is an “at-will” employee. (e) Without limiting the foregoing sub-paragraphs, solely with respect to Employees who reside or work in Israel, excluding any consultants, directors or other Persons which do not have an “employer – employee relationship” with the Company, as such term is defined in Israeli law (“Israeli Employees”): (i) neither the Company nor any Israeli Subsidiary of the Company is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, neither the Company nor any Israeli Subsidiary of the Company has recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees, and neither the Company nor any Israeli Subsidiary of the Company has or is subject to, and no Israeli Employee of the Company or any Israeli Subsidiary of the Company benefits from, any extension order, other than general extension orders which apply to all employees in Israel, (ii) the Company’s or the applicable Israeli Subsidiary of the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law have been satisfied or have been fully funded by contributions to appropriate insurance funds or accrued on the Company’s financial statements, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iii) all managers insurance policies, pension funds, disability insurance, health insurance, education funds due to the Israel Employees are fully funded by contributions to appropriate insurance funds or paid or accrued on the Company’s financial statements other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iv) all reserves for accumulated vacation days are accrued on the Company’s financial statements and all reserves for accumulated sick leave due are properly recorded. (f) As of the date hereof, no work stoppage or labor strike against the Company or any Subsidiary of the Company is pending, or to the knowledge of the Company, threatened. The Company does not have knowledge of any material activities or proceedings of any labor union to organize any Employees. Neither the Company nor any of its Subsidiaries has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any Subsidiary of the Company is presently, nor has it been in the preceding five years, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any Subsidiary of the Company. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

Employee Matters and Benefit Plans. (a) Other than as disclosed in Section 3.11(a) of the SEC DocumentsDisclosure Schedule sets forth (i) a complete and correct list of each Employment Agreement for all Employees with annual compensation exceeding $250,000, and (ii) each material Company Employee Plan. Each member of the Company Group (including any applicable ERISA Affiliate) (ix) is and for the past three (3) years has been in compliance in all material respects with applicable Legal Governmental Requirements and contracts relating to employmentemployment and labor, including those Governmental Requirements relating to employment practices, wages, and hours, immigration (including the verification of I-9s for all United States-based employees and the proper confirmation of employee visas), employment discrimination, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Governmental Requirements), workers’ compensation, labor relations, employee leave issues, unemployment insurance, bonuses and other compensation matters and terms and conditions of employment related to its Employees; , and (iiy) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan and Employment Agreement. Each Company Employee Plan and Employment Agreement has been established, maintained maintained, funded and administered in all material respects in accordance with its terms and in any applicable Legal Governmental Requirements. All contributions, (including ERISA). As payments, premiums, and reimbursements with respect to any Company Employee Plan that have been required to have been made as of the date hereof, there Closing Date will have been timely made as of the Closing Date. There are no claims (other than routine claims for benefits and claims that are immaterial), audits, inquiries or proceedings pending or, to the CompanyCompany Group’s knowledge, threatened by any Governmental Entity Authority or other Person with respect to any Company Employee Plan or Employment Agreement and to the Company’s knowledge there are no investigations or inquiries pending or threatened with respect to any Company Employee Plan. There has been no prohibited transaction (including any as defined under ERISA or the U.S. Tax authorityCode) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Employee PlanPlan that would result in material liability to any member of the Company Group. No Company Employee Plan has unfunded liabilities (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), that as of the Pre-Closing, will not be offset by insurance or fully accrued. (b) No ERISA Affiliate Company Employee Plan is, and no member of the Company Group has ever within the past six (6) years maintained, established, sponsored, participated in, contributed to, or is obligated to contribute to, and no member of the Company Group otherwise has any current or otherwise incurred any contingent obligation or liability under or with respect to (including any contingent liabilityi) under any “multiemployer plan”, as defined in Section 3(37) of ERISA, (ii) any plan subject to Title IV of ERISA or Section 412 of the U.S. Tax Code, or (iii) any multiple employer plan (as defined in ERISA or Section 413(c) of the U.S. Tax Code), or any “funded welfare plan” within the meaning of Section 419 of the Code. Any Each Company Employee Plan intended to be qualified under Section 401(a) of the U.S. Tax Code and each trust intended is subject to qualify under Section 501(a) of the Code has either timely applied for or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as upon which the Company Group is entitled to its qualified status from the IRS. For each Company Employee Plan rely under Internal Revenue Service pronouncements, that such plan is intended to be qualified under Section 401(a) of the U.S. Tax Code, and to the Company Group’s knowledge, there has been no event, condition or circumstance that has adversely affected or is likely would reasonably be expected to adversely affect the qualification of such qualified status, except such events, conditions or circumstances which could be corrected without such ERISA Affiliate incurring a material liabilityplan. No Company Employee Plan or Employment Agreement provides health benefits that are not fully insured through an insurance contract. (c) No Company Employee Plan or Employment Agreement provides, or reflects or represents any liability material to and no member of the Company and its Subsidiaries Group has any obligation to provide provide, post-termination life, health or other welfare benefits to any Person for any reason, except as may be required by Section 601 through 608 4980B of ERISA the U.S. Tax Code or other applicable statutesimilar state laws and for which the beneficiary pays the full cost. No member of the Company Group has any material liability (whether or not assessed) under Sections 4980D or 4980H of the Code. (d) The Company and each ERISA AffiliateGroup has no material liability for: (i) is not liable any unpaid wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation to their current or former employees and independent contractors under applicable Governmental Requirements, or for any material arrears of wages fines, Taxes, interest, or other penalties with respect thereto, and and/or (ii) is not liable for failure to make any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Each current Employee of the Company Group is an “at-will” employee. (e) Without limiting the foregoing sub-paragraphs, solely with respect to Employees who reside or work in Israel, excluding any consultants, directors or other Persons which do not have an “employer – employee relationship” with the Company, as such term is defined in Israeli law Israel (“Israeli Employees”): (i) neither the Company nor any Israeli Subsidiary of the Company is not a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli EmployeesEmployees (however certain provisions of collective bargaining agreements are applicable to Israeli Employees by virtue of expansion orders issued in accordance with relevant labor laws by the Israeli Ministry of Labor and Welfare, neither as detailed in the Company nor any Israeli Subsidiary of SEC Documents), the Company has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees, and neither the Company nor any Israeli Subsidiary of the Company has or not and is not subject to, and no Israeli Employee of the Company or any Israeli Subsidiary of the Company benefits from, any extension order, other than general extension orders which apply to all employees in Israel, (ii) the Company’s or the applicable Israeli Subsidiary of the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law have been satisfied or have been fully funded by contributions to appropriate insurance funds or accrued on the Company’s financial statements, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iii) all managers insurance policies, pension funds, disability insurance, health insurance, and education funds due to the Israel Israeli Employees (where applicable according to their respective employment agreements) are fully funded by contributions to appropriate insurance funds or paid or accrued on the Company’s financial statements other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iv) all reserves for accumulated vacation days are accrued on the Company’s financial statements and all reserves for accumulated sick leave due are properly recorded. (f) As of the date hereofNo work stoppage, no work stoppage labor strike, picketing, walkout, lockout, or other material labor strike dispute against or affecting the Company or any Subsidiary of the Company is pending, or to the knowledge of the Company, threatened, and no such disputes have occurred in the past three (3) years. The Company does not There are no and have never been, to the knowledge of the Company, any material activities or proceedings of any labor union to organize any Employeesemployees of the Company Group. Neither the Company nor any of its Subsidiaries has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any Subsidiary of the Company is presently, nor has it been in the preceding five yearsbeen, a party to, or bound by, any collective bargaining agreement or union contract other Contract with respect to Employees any labor union, works council, other labor organization or group of employees (each a “CBA”) and no collective bargaining agreement CBA is being negotiated by the Company or any Subsidiary of the Company. The Company Group has no notice or consultation obligations to any labor union, labor organization or works council, which is representing any Employee, in connection with the execution of this Agreement or consummation of the transactions contemplated by this Agreement. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, liability, forgiveness of indebtedness, vesting, distribution, increase in benefits or compensation or obligation to fund benefits or compensation with respect to any Employee. Neither the Company nor any Subsidiary is a party to any Contract, Employment Agreement, Company Employee Plan, and/or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of U.S. Tax Code §280G (or any corresponding provision of state, local or foreign Tax laws), and neither the Company nor any Subsidiary has any indemnity or “gross up” obligation on or after the Closing Date for any Taxes imposed under Section 4999 or 409A of the U.S. Tax Code. (h) Each “nonqualified deferred compensation plan” (as defined under Section 409A(d)(i) of the U.S. Tax Code and the regulations promulgated thereunder), under which the Company or any Subsidiary makes, or is obligated to make or promises to make payments or provide benefits (each a “409A Plan”) complies in all material respects in both form and operation with the requirements of Section 409A of the U.S. Tax Code and the regulations promulgated thereunder, and no payment or benefit under or with respect to any such 409A Plan to be made or provided thereunder has been or would reasonably be expected to be subject to interest, penalties or additional excise Tax under Section 409A of the U.S. Tax Code or the regulations promulgated thereunder. (i) Since January 1, 2015, all U.S employees and Israeli Employees and all former U.S employees and former Israeli Employees of the Company Group have been properly classified as exempt or non-exempt and all independent contractors have been properly classified as such. (j) To the knowledge of the Company, no Person is in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) to the Company or any of its Subsidiaries or (ii) with respect to any Person who is an employee or independent contractor of the Company or its Subsidiaries, to any third party with respect to such Person’s right to be employed or engaged by the Company or its Subsidiaries or to the knowledge or use of trade secrets or proprietary information. No employee who is at or above the level of Vice-President has advised the Company in writing that he or she intends to terminate his or her employment prior to the one (1) year anniversary of the Closing.

Employee Matters and Benefit Plans. (a) Other than as disclosed in the SEC DocumentsSchedule 3.20 (a) contains a true and complete list of each ---------------- employee benefit plan or arrangement, each member any life insurance, medical or other employee welfare benefits, and any plan, agreement or program providing for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of the Company Group (including any applicable ERISA Affiliate) incentive compensation, that (i) is in compliance in all material respects with applicable Legal Requirements entered into, maintained or contributed to, as the case may be, by the Company or any of its subsidiaries and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Employees; (ii) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge covers any Employee of any material default or violation by any other party to each the Company Employee Plan and Employment Agreement(collectively "Benefit Arrangements"). Each Company Employee Plan and Employment Benefit Agreement has been established, maintained and administered in all material respects in accordance compliance with its terms and in any applicable Legal Requirements, (including ERISA). As of with the date hereof, there are no audits, inquiries or proceedings pending or, requirements prescribed by Applicable Laws relating to the Company’s knowledge, threatened by any Governmental Entity (including any Tax authority) with respect to any Company Employee Plansuch Benefit Arrangement. No Company Employee Plan Benefit Arrangement has unfunded liabilities (other than routine paymentsthat, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), that as of the Pre-ClosingClosing Date, will not be offset by insurance or fully accruedaccrued or reserved against on the Balance Sheet. (b) No ERISA Affiliate of the Company has ever maintained, established, sponsored, participated in, contributed to, or is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under any “multiemployer plan”, Except as defined in Section 3(37) of ERISA, any plan subject to Title IV of ERISA or Section 412 of the Code, any multiple employer plan (as defined in ERISA or the Codeset forth on Schedule 3.20(b), or any “funded welfare plan” within the meaning of Section 419 of the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either timely applied for or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except such events, conditions or circumstances which could be corrected without such ERISA Affiliate incurring a material liability. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract. (c) No Company Employee Plan Benefit Arrangement ---------------- provides, or reflects or represents has any liability material to the Company and its Subsidiaries to provide post-termination lifeprovide, health life insurance, medical or other employee welfare benefits to any Person current, former, or retired employee, consultant or director of the Company or any of its subsidiaries ("Employee") upon his or her retirement or termination of employment for any reason, except as may be required by Section 601 through 608 of ERISA or other applicable statute. (d) The Company and each ERISA Affiliate: (i) is not liable for any material arrears of wages or penalties with respect thereto, and (ii) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Each current Employee of the Company Group is an “at-will” employee. (e) Without limiting the foregoing sub-paragraphs, solely with respect to Employees who reside or work in Israel, excluding any consultants, directors or other Persons which do not have an “employer – employee relationship” with the Company, as such term is defined in Israeli law (“Israeli Employees”): (i) neither the Company nor any Israeli Subsidiary of the Company is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, neither the Company nor any Israeli Subsidiary of the Company has recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli EmployeesApplicable Laws, and neither the Company nor any Israeli Subsidiary of the Company its subsidiaries has ever represented, promised or is subject tocontracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, and no Israeli Employee medical or other employee welfare benefits upon their retirement or termination of the Company or any Israeli Subsidiary of the Company benefits fromemployment, any extension order, other than general extension orders which apply to all employees in Israel, (ii) the Company’s or the applicable Israeli Subsidiary of the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant except to the Severance Pay Law have been satisfied or have been fully funded extent required by contributions to appropriate insurance funds or accrued on the Company’s financial statements, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iii) all managers insurance policies, pension funds, disability insurance, health insurance, education funds due to the Israel Employees are fully funded by contributions to appropriate insurance funds or paid or accrued on the Company’s financial statements other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iv) all reserves for accumulated vacation days are accrued on the Company’s financial statements and all reserves for accumulated sick leave due are properly recordedApplicable Laws. (fc) As of Except as set forth on Schedule 3.20(c), the date hereof, no work stoppage or labor strike against the Company or any Subsidiary of the Company is pending, or to the knowledge of the Company, threatened. The Company does not have knowledge of any material activities or proceedings of any labor union to organize any Employees. Neither the Company nor any of its Subsidiaries has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any Subsidiary of the Company is presently, nor has it been in the preceding five years, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any Subsidiary of the Company. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employment AgreementBenefit Arrangement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Except as set forth on Schedule 3.20(d), each of the Company and ---------------- its subsidiaries (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees, (ii) has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries and other payments to Employees, (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing and (iv) is not liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees. (e) No work stoppage or labor strike against the Company or any of its subsidiaries is pending or, to the Knowledge of the Company or the Key Employees, threatened. Except as set forth on Schedule 3.20(e), neither the ---------------- Company nor any of its subsidiaries is involved in or, to the Knowledge of the Company or the Key Shareholders, threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, constitute a Material Adverse Effect. Except as set forth on Schedule 3.20(e), neither the Company nor any of its subsidiaries is ---------------- presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees, and no collective bargaining agreement is being negotiated by the Company or any of its subsidiaries. Without limiting the generality of the foregoing, the Company and its subsidiaries are in material compliance with, and there are no legal proceedings or proceedings of any kind under, the Labour Standards act (Quebec), the Pay Equity Act (Quebec), the Act respecting Labour Standards (Quebec), the Manpower Act (Quebec), the Act respecting Occupational Health & Safety (Quebec), the Act respecting Industrial Accidents and Occupational Diseases (Quebec) and the Charter of Human Rights and Freedoms (Quebec). (f) In addition to and without limiting the generality of the foregoing, with respect to each Benefit Arrangement and employment contract that has been adopted or maintained by the Company or any of its subsidiaries for the benefit of Employees in Canada (collectively, the "Canadian Benefit Plans"): (i) Except as set forth on Schedule 3.20(f)(i), correct and ------------------- complete copies of the following have been provided to the Buyer: A. Detailed description of current administration policies and conduct regarding non-pension benefits and their improvements; B. Complete Employee data including birth dates, sex, years of service/plan membership, earnings and any other data relevant to determining benefits; (ii) Except as set forth on Schedule 3.20(f)(ii), it is -------------------- represented and warranted that: A. No amendments have been made to the Canadian Benefit Plans and no improvements have been promised; B. In all material respects, all Employee data provided is true and correct; C. All contributions or premiums required to be paid under each of the Canadian Benefit Plans have been paid in a timely fashion in accordance with the terms of such Canadian Benefit Plan and any Applicable Laws; D. There are no unfunded liabilities or solvency deficiencies; E. There have been no improper withdrawals, applications or transfers of assets from any Canadian Benefit Plan or related fund; F. All material obligations regarding each of the Canadian Benefit Plans have been satisfied and there are no outstanding defaults or violations by any party thereto; G. No material changes have occurred which would affect the actuarial valuation reports (with respect to pension plans) or financial statements (with respect to pension and non-pension plans) provided to the MetaSolv Parties; H. There are no participating employers under any of the Canadian Benefit Plans, other than the Company and its subsidiaries; I. No insurance policy or other contract or agreement affecting any Canadian Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder; J. The level of insurance reserves under each Canadian Benefit Plan which is insured is reasonable and sufficient to provide for all incurred but unreported claims; and K. There are no Canadian Benefit Plans which are pension plans. (g) The Company and its subsidiaries have been duly assessed for employers contributions by the Commission de la Sante et Securite du Travail ("CSST"); the business activities of the Company have been correctly classified by the CSST; the "masse salariale" has been correctly stated and assessed; and all demerit assessments have been fully disclosed and a copy of the assessments by the CSST for the last two years is attached hereto in Schedule 3.20(g). ---------------- Neither the Company nor any of its subsidiaries has received any demerit assessments from the CSST pursuant to the Act Respecting Industrial and Occupational Diseases (or any successor legislation) for injuries or events that occurred prior to the Closing Date, nor, to the Knowledge of the Company and the Key Employees, will the Company or any of its subsidiaries be assessed for demerits in respect of injuries or events that shall have occurred prior to such date. (h) Schedule 3.20(h) contains a true and complete list of all persons ---------------- employed by the Company and its subsidiaries, including the respective dates of hire of each, any employment agreements to which such persons are parties, a description of material compensation arrangements (other than Benefit Arrangements set forth on Schedule 3.20(a)) and a list of other terms of any and ---------------- all material agreements affecting such persons. To the Knowledge of the Company or the Key Employees, no Employee is in violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Company or any of its subsidiaries, as the case may be, because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its subsidiaries or to the use of Intellectual Property Rights or Technology of others. No notice has been given to the Company or any of its subsidiaries, nor is the Company, any of its subsidiaries or any Key Employee otherwise aware, that any Employee intends to terminate his or her employment with the Company or any of its subsidiaries, as the case may be. (i) Except as set forth on Schedule 3.7, all accruals for unpaid ------------ vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and Benefit Arrangement payments have been reflected on the Financial Statements in accordance with Canadian GAAP. (j) Neither the Company nor its subsidiaries is a party to any agreement, nor has it established any policy or practice, requiring it to make a payment or provide any other form of compensation or benefit to any person performing services for the Company or its subsidiaries upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (k) Except as otherwise set forth on Schedule 3.20(k), (i) neither ---------------- the Company nor its subsidiaries is a party to or is bound by any severance agreement or arrangement and (ii) the Shareholders do not anticipate that any such severance arrangement will be imposed under provincial or local law as a result of the consummation of the Acquisition unless the employment of an Employee is actually terminated.

Employee Matters and Benefit Plans. (a) Other than No Employees are represented by any labor organization and Apeiron is not a party to or bound by any collective bargaining agreement or other agreement with any labor organization. (b) There are no strikes, work stoppages, slowdowns, job Actions, disputes, lockouts, arbitrations, or grievances or other material labor disputes pending or, to the Knowledge of the Apeiron Shareholders, threatened, against or involving Apeiron. There are no unfair labor practice charges, grievances, or complaints pending or, to the Knowledge of the Apeiron Shareholders, threatened by or on behalf of any Employee or group of Employees. (c) Apeiron has not received verbal and/or written notice of any complaints, charges, or claims against it that have not been resolved as disclosed of the date hereof and, to the Knowledge of the Apeiron Shareholders, there are no complaints, charges or claims threatened to be brought or filed with any Governmental Authority, based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by Apeiron, which, individually or in the SEC Documentsaggregate, each member are likely to result in a material obligation or liability of Apeiron. (d) There has been no “mass layoff” or “plant closing” as defined by the federal Worker Adjustment, Retraining and Notification Act of 1988, as amended (the “WARN Act”) or any similar state statute in respect of Apeiron within the six months prior to the date of this Agreement. (e) Section 3.18(e) of the Company Group Disclosure Schedule lists each Apeiron Benefit Plan and employment and incentive agreement in effect as of the date of this Agreement. With respect to each Continuing Apeiron Benefit Plan, Apeiron has made available to KonaTel a copy of each such Plan or, if such plan is not subject to ERISA, a written summary of the benefits. With respect to each Terminating Benefit Plan, Apeiron has made available to KonaTel a written summary of the benefits. (including f) Apeiron Benefit Plan complies and has complied since November 30, 2018 (except for any applicable ERISA Affiliatenoncompliance that has been fully addressed and resolved as of the date hereof) (i) is in compliance in all material respects with applicable Legal Requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions the provisions of employment related to its Employees; (ii) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan and Employment Agreement. Each Company Employee Plan and Employment Agreement has been established, maintained and administered in all material respects in accordance compliance with its terms and in any the applicable Legal Requirements, (including ERISA). As provisions of the date hereof, there are Code and ERISA and all other applicable Laws. Agreement for Exchange of Stock (g) There is no audits, inquiries or proceedings pending or, to the Company’s knowledgeKnowledge of the Apeiron Shareholders, threatened by any Governmental Entity (including any Tax authority) with respect Action, audit or, to any Company Employee the Knowledge of the Apeiron Shareholders, investigation against or involving Apeiron Benefit Plan. No Company Employee Plan has unfunded liabilities (, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), that as of the Pre-Closing, will not be offset by insurance or fully accruedclaims for benefits. (bh) No ERISA Affiliate of the Company has ever maintained, established, sponsored, participated in, contributed to, Apeiron Benefit Plan is or is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under any “multiemployer plan”, as defined in Section 3(37) of ERISA, any plan was subject to Title IV of ERISA or Section 412 of the Code, any multiple employer plan (as defined in ERISA Code or the Code), is or any was a “funded welfare multiemployer plan” within the meaning of Section 419 of the Code. Any Company Employee Plan intended to be qualified under Section 401(a3(37) of the Code and each trust intended to qualify under Section 501(a) of the Code has either timely applied for or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except such events, conditions or circumstances which could be corrected without such ERISA Affiliate incurring a material liability. No Company Employee Plan provides health benefits that are not fully insured through an insurance contractERISA. (c) No Company Employee Plan provides, or reflects or represents any liability material to the Company and its Subsidiaries to provide post-termination life, health or other welfare benefits to any Person for any reason, except as may be required by Section 601 through 608 of ERISA or other applicable statute. (d) The Company and each ERISA Affiliate: (i) is not liable for any material arrears of wages or penalties with respect thereto, and (ii) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Each current Employee of the Company Group is an “at-will” employee. (e) Without limiting the foregoing sub-paragraphs, solely with respect to Employees who reside or work in Israel, excluding any consultants, directors or other Persons which do not have an “employer – employee relationship” with the Company, as such term is defined in Israeli law (“Israeli Employees”): (i) neither the Company nor any Israeli Subsidiary of the Company is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, neither the Company nor any Israeli Subsidiary of the Company has recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees, and neither the Company nor any Israeli Subsidiary of the Company has or is subject to, and no Israeli Employee of the Company or any Israeli Subsidiary of the Company benefits from, any extension order, other than general extension orders which apply to all employees in Israel, (ii) the Company’s or the applicable Israeli Subsidiary of the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law have been satisfied or have been fully funded by contributions to appropriate insurance funds or accrued on the Company’s financial statements, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iii) all managers insurance policies, pension funds, disability insurance, health insurance, education funds due to the Israel Employees are fully funded by contributions to appropriate insurance funds or paid or accrued on the Company’s financial statements other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iv) all reserves for accumulated vacation days are accrued on the Company’s financial statements and all reserves for accumulated sick leave due are properly recorded. (f) As of the date hereof, no work stoppage or labor strike against the Company or any Subsidiary of the Company is pending, or to the knowledge of the Company, threatened. The Company does not have knowledge of any material activities or proceedings of any labor union to organize any Employees. Neither the Company nor any of its Subsidiaries has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any Subsidiary of the Company is presently, nor has it been in the preceding five years, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any Subsidiary of the Company. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

Employee Matters and Benefit Plans. (a) Other than as disclosed in the SEC Documents, each member Section 4.11(a) of the Company Disclosure Schedule lists all Employee Benefit Plans of the Group Companies (including any applicable ERISA Affiliate) (i) is in compliance in all material respects with applicable Legal Requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Employees; (ii) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each “Company Employee Plan and Employment AgreementBenefit Plans”). Each Company Employee Benefit Plan and Employment Agreement has been established, maintained and administered in at all material respects times in accordance with its the terms of all applicable Laws and with the terms of such Company Benefit Plan, except as would not result in any applicable Legal Requirementsa Material Adverse Effect. Except for routine claims for benefits, (including ERISA). As of the date hereofno litigation, there claims or disputes are no audits, inquiries or proceedings pending or, to the Knowledge of the Company’s knowledge, threatened by that give rise to a Material Adverse Effect on the part of Company Benefit Plan or any Governmental Entity (including any Tax authority) Group Company, with respect to any Company Employee Benefit Plan. No Company Employee Benefit Plan has unfunded liabilities (other than routine payments, deductions is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or withholdings to be timely made in is a “multiple employer plan” within the normal course meaning of business and consistent with past practice), that as Section 413(c) of the Pre-ClosingCode. There are no proceedings, will not be offset by insurance audits or fully accruedinvestigations pending before the IRS, the United States Department of Labor or other Governmental Authority with respect to any Company Benefit Plan, nor to the Knowledge of the Company is any such proceeding or investigation threatened. (b) No ERISA Affiliate of the Company has ever maintained, established, sponsored, participated in, contributed to, or Benefit Plan is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under any “multiemployer plan”, as defined in Section 3(37) of ERISA, any plan subject to Title IV of ERISA or Section 412 of the Code, Code and none of any multiple employer plan (as defined in ERISA Group Company or the Code), other member of a controlled group of trades or businesses with any “funded welfare plan” Group Company within the meaning of Section 419 of the Code. Any Company Employee Plan intended to be qualified under Section 401(a414(b), (c), (m) or (o) of the Code has any obligation or liability in respect of any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA. (c) Complete copies of all Company Benefit Plans have been made available to Parent and, to the extent applicable: (i) any related trust agreement; (ii) the most recent determination letter; (iii) all material employee communications (including all summary plan descriptions and summaries of material modifications); (iv) the most recent determination letter received from the IRS for each trust Company Benefit Plan intended to qualify under Section Sections 401(a) and 501(a) of the Code; (v) the coverage and nondiscrimination testing for the last three (3) years for each Company Benefit Plan intended to qualify under Sections 401(a) and 501(a) of the Code; and (vi) for the most recent three (3) years, the Form 5500 and attached schedules. (d) Each Company Benefit Plan intended to qualify under Sections 401(a) and 501(a) of the Code has either timely applied for or obtained received a favorable determination, notification, advisory and/or determination letter or opinion letter, as applicable, as to its qualified status letter from the IRS. For each Company Employee Plan IRS on which it may rely, and no event has occurred that is intended would reasonably be expected to cause such letter to be qualified revoked or any such Company Benefit Plan or its underlying trust to fail to qualify under Section 401(a) or 501(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except such events, conditions or circumstances which could be corrected without such ERISA Affiliate incurring a material liability. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract. (c) No Company Employee Plan provides, or reflects or represents any liability material to the Company and its Subsidiaries to provide post-termination life, health or other welfare benefits to any Person for any reason, except as may be required by Section 601 through 608 of ERISA or other applicable statute. (d) The Company and each ERISA Affiliate: (i) is not liable for any material arrears of wages or penalties with respect thereto, and (ii) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Each current Employee of the Company Group is an “at-will” employeeapplicable. (e) Without limiting Except as set forth on Section 4.11(e) of the foregoing subCompany Disclosure Schedule, and the acceleration of vesting of any unvested Company RSU Awards, Company Options or Company PSU Awards, no Company Benefit Plan exists that would result in the payment to any current or former employee, director or consultant of any money or other property or accelerate or provide any other rights or benefits to any current or former employee, director or consultant as a result of the transactions contemplated by this Agreement. Except as set forth on Section 4.11(e) of the Company Disclosure Schedule, and after taking into account the provisions of Section 6.7(c), there is no Contract, plan or arrangement (written or otherwise) covering any current of former employee, director or consultant that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, none of any Group Company has any indemnity or gross-paragraphs, solely with up obligation for any taxes or interest imposed under Section 4999 or Section 280G of the Code. (f) With respect to Employees who reside or work in Israel, excluding any consultants, directors or other Persons which do not have an “employer – employee relationship” with each Company Benefit Plan: (i) to the Knowledge of the Company, as such term is defined no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in Israeli law (“Israeli Employees”): (i) neither connection with the Company nor any Israeli Subsidiary administration or investment of the assets of any such Company is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, neither the Company nor any Israeli Subsidiary of the Company has recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees, and neither the Company nor any Israeli Subsidiary of the Company has or is subject to, and no Israeli Employee of the Company or any Israeli Subsidiary of the Company benefits from, any extension order, other than general extension orders which apply to all employees in Israel, Benefit Plan under ERISA; (ii) the Company’s no prohibited transaction, as defined in Section 406 of ERISA or the applicable Israeli Subsidiary Section 4975 of the Company’s obligations to provide statutory severance pay to its Israeli Employees Code, has occurred, excluding transactions effected pursuant to the Severance Pay Law have been satisfied a statutory or have been fully funded by contributions to appropriate insurance funds or accrued on the Company’s financial statements, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practiceadministration exemption, and (iii) all managers insurance policies, pension funds, disability insurance, health insurance, education funds due to the Israel Employees are fully funded by contributions to appropriate insurance funds or paid or accrued on the Company’s financial statements other than routine payments, deductions or withholdings to be and premiums have been timely made in as required under ERISA, the normal course of business and consistent with past practiceCode, and (iv) all reserves for accumulated vacation days are accrued on other applicable law and/or the Company’s financial statements and all reserves for accumulated sick leave due are properly recorded. (f) As terms of the date hereof, no work stoppage or labor strike against the respective Company or any Subsidiary of the Company is pending, or to the knowledge of the Company, threatened. The Company does not have knowledge of any material activities or proceedings of any labor union to organize any Employees. Neither the Company nor any of its Subsidiaries has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any Subsidiary of the Company is presently, nor has it been in the preceding five years, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any Subsidiary of the CompanyBenefit Plan. (g) The execution of this Agreement and the consummation Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the transactions contemplated hereby will not Code) to the extent applicable, has been maintained in compliance in both form and in operation with Code Section 409A, except where such non-compliance may be corrected under IRS correction programs without any material liability to the Group Companies or any of their employees. No Group Company (either alone or upon the occurrence of any additional or subsequent eventsi) constitute an event under any Company Employee Plan, Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation has been required to fund benefits with respect report to any Employeegovernment or regulatory authority any corrections made or taxes due as a result of a failure to comply with Section 409A and (ii) has any indemnity or gross-up obligation for any taxes or interest imposed or accelerated under Section 409A. (h) None of the Company Benefit Plans promises or provides medical or other welfare benefits subsequent to termination of employment to any Person except as required by Section 4980B of the Code and Sections 601 to 608 of ERISA and any similar state laws.

Employee Matters and Benefit Plans. (a) Other than as disclosed in the SEC Documents, each member Section 3.10(a) of the Company Group Disclosure Schedule lists all Employee Benefit Plans of the Company and its Subsidiaries (including any applicable ERISA Affiliate) (i) is in compliance in all material respects with applicable Legal Requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Employees; (ii) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each "Company Employee Plan and Employment AgreementBenefit Plans"). Each Company Employee Benefit Plan and Employment Agreement has been established, maintained and administered at all times in all material respects in accordance with the terms of all applicable Laws and with the terms of such Company Benefit Plan, except where any non-compliance could not reasonably be expected to result in a material liability to the Company or its terms and in any applicable Legal RequirementsSubsidiaries. Except for routine claims for benefits, (including ERISA). As of the date hereofno litigation, there claims or disputes are no audits, inquiries or proceedings pending or, to the Knowledge of the Company’s knowledge, threatened by that would reasonably be expected to give rise to a material liability on the part of a Company Benefit Plan or the Company or any Governmental Entity (including any Tax authority) of its Subsidiaries, with respect to any Company Employee Benefit Plan. No Company Employee Plan has unfunded liabilities (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), that Except as set forth on Section 3.10(a) of the Pre-ClosingCompany Disclosure Schedule, will not be offset by insurance there are no proceedings, audits or fully accruedinvestigations pending before the IRS, the United States Department of Labor or other Governmental Entity with respect to any Company Benefit Plan, and, to the Knowledge of the Company no such proceeding or investigation is threatened. (b) No ERISA Affiliate Except as set forth on Section 3.10(b) of the Company has ever maintained, established, sponsored, participated in, contributed to, or Disclosure Schedule no Company Benefit Plan (i) is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under any “multiemployer plan”, as defined in Section 3(37) of ERISA, any plan subject to Title IV of ERISA or Section 412 of the Code, any multiple employer plan (as defined in ERISA or Code and none of the Code), Company or any “funded welfare of its Subsidiaries has any obligation or liability in respect of any "employee benefit plan” " (within the meaning of Section 419 3(3) of ERISA) subject to Title IV of ERISA by virtue of its being treated as a single employer with any other entity pursuant to Sections 414(b), (c), (m) or (o) of the Code or (ii) is a "multiemployer plan" within the meaning of Section 3(37) of ERISA or is a "multiple employer plan" within the meaning of Section 413(c) of the Code. Any There have been no reportable events within the meaning of Section 4043 of ERISA with respect to any Company Employee Benefit Plan intended subject to be qualified under Title IV or ERISA or Section 401(a412 of the Code in the past 3 years and no Encumbrances have arisen on the Assets of the Company or any of its Subsidiaries pursuant to Title IV of ERISA or Section 430(k) of the Code Code. (c) Complete copies of all Company Benefit Plans have been made available to Parent and, to the extent applicable: (i) any related trust agreement, insurance policy or other funding document; (ii) the most recent IRS favorable determination or opinion letter; (iii) summary plan descriptions; and each trust (iv) for the most recently filed year, the Form 5500 and attached schedules. (d) Each Company Benefit Plan intended to qualify under Section Sections 401(a) and 501(a) of the Code has either timely applied for or obtained received a favorable determination, notification, advisory and/or determination letter or opinion letter, as applicable, as to its qualified status letter from the IRS. For each IRS on which it may rely, and, to the Knowledge of the Company Employee Plan no event has occurred that is intended would reasonably be expected to cause such letter to be qualified revoked or any such Company Benefit Plan or its underlying trust to fail to qualify under Section 401(a) or 501(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except such events, conditions or circumstances which could be corrected without such ERISA Affiliate incurring a material liability. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract. (c) No Company Employee Plan provides, or reflects or represents any liability material to the Company and its Subsidiaries to provide post-termination life, health or other welfare benefits to any Person for any reason, except as may be required by Section 601 through 608 of ERISA or other applicable statute. (d) The Company and each ERISA Affiliate: (i) is not liable for any material arrears of wages or penalties with respect thereto, and (ii) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Each current Employee of the Company Group is an “at-will” employeeapplicable. (e) Without limiting the foregoing sub-paragraphs, solely with respect to Employees who reside Except as otherwise contemplated by this Agreement or work in Israel, excluding any consultants, directors or other Persons which do not have an “employer – employee relationship” with the Company, as such term is defined in Israeli law (“Israeli Employees”): (iset forth on Section 3.10(e) neither the Company nor any Israeli Subsidiary of the Company is a party Disclosure Schedule, no Company Benefit Plan exists that would result in the payment to any collective bargaining contractcurrent or former employee, collective labor agreement director or consultant of any money or other contract property or accelerate or provide any other rights or benefits to any current or former employee, director or consultant as a result of the transactions contemplated by this Agreement. Except as set forth on Section 3.10(e) of the Company Disclosure Schedule, there is no Contract, plan or arrangement (written or otherwise) covering any current of former employee, director or consultant that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code in connection with a labor union, trade union or other organization or body involving any the transactions contemplated by this Agreement. (f) Except as set forth in Section 3.10(f) of its Israeli Employeesthe Company Disclosure Schedule, neither the Company nor any Israeli Subsidiary of the Company maintains, participates in, contributes to, has recognized any obligation to contribute to, or received a demand for recognition from has any collective bargaining representative liability with respect to any of its Israeli EmployeesCompany Benefit Plan which provides broad based post retirement health or life insurance benefits to current or former employees, and neither the Company nor any Israeli Subsidiary of the Company has or is subject tocurrent or future retirees, and no Israeli Employee of the Company their spouses, dependents or any Israeli Subsidiary of the Company benefits from, any extension orderbeneficiaries, other than general extension orders which apply to all employees in Israel, (ii) the Company’s or the applicable Israeli Subsidiary of the Company’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law have been satisfied or have been fully funded by contributions to appropriate insurance funds or accrued on the Company’s financial statements, other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iii) all managers insurance policies, pension funds, disability insurance, liability for health insurance, education funds due to the Israel Employees are fully funded by contributions to appropriate insurance funds or paid or accrued on the Company’s financial statements other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice, and (iv) all reserves for accumulated vacation days are accrued on the Company’s financial statements and all reserves for accumulated sick leave due are properly recorded. (f) As of the date hereof, no work stoppage or labor strike against the Company or any Subsidiary of the Company is pending, or to the knowledge of the Company, threatenedplan continuation coverage under COBRA. The Company does not have knowledge has complied in all material respects with the requirements of any material activities or proceedings of any labor union to organize any Employees. Neither the Company nor any of its Subsidiaries has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any Subsidiary of the Company is presently, nor has it been in the preceding five years, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any Subsidiary of the CompanyCOBRA. (g) The execution of this Agreement and To the consummation Knowledge of the transactions contemplated hereby will not (either alone or upon the occurrence Company, no fiduciary of any additional Company Benefit Plan has committed a breach of any responsibility or subsequent events) constitute an obligation imposed upon fiduciaries under Title I of ERISA with respect to such Company Benefit Plan that could reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. To the Knowledge of the Company, no event under has occurred and no condition exists with respect to any Company Employee Plan, Employment Agreement, trust or loan Benefit Plan that will subject the Company or may result in any payment Subsidiary, directly or indirectly (whether of severance pay through indemnification or otherwise), acceleration, forgiveness to any obligation or material liability for (A) any breach of indebtedness, vesting, distribution, increase in benefits any responsibility or obligation imposed upon fiduciaries under Title I of ERISA, (B) any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code), or (C) any material tax, interest, penalty, liability, or fine under Section 502 of ERISA. (h) Except as would not reasonably be expected to fund benefits result in any material liability to the Company or its Subsidiaries, each Company Benefit Plan which is a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code was operated and administered between January 1, 2005 and December 31, 2008 in compliance in all material respects with a reasonable, good faith interpretation of Section 409A of the Code, and has been since January 1, 2009, in documentary and operational compliance with Section 409A of the Code. (i) Except as would not reasonably be expected to result in any material liability to the Company or its Subsidiaries, all contributions required to be made to any Company Benefit Plan prior to the Closing Date have been timely made and all contributions not yet due to any Company Benefit Plan have been properly accrued in accordance with GAAP. All material premium payments with respect to any EmployeeCompany Benefit Plan that are due have been timely made. (j) Each Company Benefit Plan maintained for employees primarily located outside the jurisdiction of the United States (other than Company Benefit Plans required to be maintained pursuant to applicable Law) (each a "Foreign Company Benefit Plan") complies in all material respects in form and operation with the Laws of each applicable jurisdiction, except where any noncompliance would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. No Foreign Benefit Plan has any unfunded liabilities except any such liabilities which would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries.