Common use of Labor Agreements and Actions; Employee Compensation Clause in Contracts

Labor Agreements and Actions; Employee Compensation. (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 2.24, which was previously delivered to lead counsel of the Investors, sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below2.24, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) 2.24 contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel the trustees nominated under the plans with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington Arnadeus’s counsel prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither Except as set forth in the Schedule of Exceptions, neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension ordersunion, and no labor union has requested or or, to the Company’s knowledge, has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There Except as set forth in the Schedule of Exceptions, there is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge Company’s or Subsidiary’s knowledge, threatened, that could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company, that Company on a consolidated basis (as such business is likely presently conducted and as it is presently proposed to have a Material Adverse Effectbe conducted), nor is does the Company aware or the Subsidiary have any knowledge of any labor organization activity involving the Company Company’s or the Subsidiary’s employees. The Neither the Company is not aware nor the Subsidiary has any knowledge that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Except as set forth in the Schedule 2.24 sets forth of Exceptions, and except as required by applicable law, the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to respectively. To the payment knowledge of severance the Company and other payments as provided by law and/or pursuant to any applicable employment agreements. The the Subsidiary, each of the Company and the Subsidiary have has complied in all material respects with all applicable foreign, United States state and federal equal employment opportunity and other laws related to employment. Except as set forth in the Schedule 2.24(a) belowof Exceptions, neither the Company and nor the Subsidiary are not parties is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither the Company nor the Subsidiary is its subsidiaries are bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension ordersunion, and no labor union has requested or or, to the best of the Company’s and the Guarantor’s knowledge, has sought to represent any of the employees, representatives or agents of the Company or the Subsidiaryits subsidiaries. There is no strike or other labor dispute involving the Company or the Subsidiary its subsidiaries pending, or to the best knowledge of the Company’s and the Guarantor’s knowledge, that is likely to have a Material Adverse Effectthreatened, nor is the Company or the Guarantor aware of any labor organization activity involving its or its subsidiaries’ employees. Except as set forth in Item 2(z) of -9- the Disclosure Schedule, the Company or and the Subsidiary. The Company is Guarantor are not aware that any officer or key employee, or that any group of key employeesemployees or officers, intends to terminate their employment with the Company or the Subsidiaryits subsidiaries, nor does the Company or the Subsidiary its subsidiaries have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets Except as set forth the names of each in Item 2(z) of the Company’s and Disclosure Schedule, the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary and its subsidiaries is terminable at the will of the Company or its subsidiaries, as the Subsidiarycase may be, subject without any obligation on the part of the Company or its subsidiaries to make any payment in connection therewith or to accelerate the payment vesting of severance and other payments as provided by law and/or pursuant to any applicable employment agreementsrights or securities. The Company is in compliance, and has in the Subsidiary have complied past complied, in all material respects with all applicable state and federal equal employment opportunity and other laws related to labor and employment. Except as set forth in Schedule 2.24(aItem 2(u) belowof the Disclosure Schedule, neither the Company and the Subsidiary nor its subsidiaries are not parties a party to or bound by (or currently negotiating in connection with entering into) any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, severance agreement, equity-based plan or other employee compensation or benefit agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither Except as set forth in Schedule 3.25(a) of the Disclosure Schedules, neither the Company nor the Subsidiary any of its Subsidiaries is bound by or subject to (and none of its assets any collective bargaining or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement similar agreement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension ordersunion, and no labor union has requested or has sought to represent any of the employees, representatives or agents of collective bargaining agreement is currently being negotiated by the Company or the Subsidiaryits Subsidiaries. There is no strike or other labor dispute involving the Company or the Subsidiary pendingany of its Subsidiaries pending nor, or to the best knowledge of the CompanyCompany and the Company Warrantors, threatened, that is likely to would have a Material Adverse Effect. (b) Except as set forth in Schedule 3.25(b) of the Disclosure Schedules, there are no employment, consulting, severance or other employee compensation agreements or plans providing for payment in excess of RMB1,000,000 in the aggregate. Neither the execution, delivery and performance of this Agreement or any other Transaction Document, nor is the Company aware consummation of the transactions contemplated hereby or thereby will result in any labor organization activity involving payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any director, officer, employee or shareholder thereof. (c) Except as set forth in Schedule 3.25(c) of the Subsidiary. The Company is not aware that any Disclosure Schedules, subsequent to December 31, 2006 no senior executive officer or key employeeemployee of the Company or any of its Subsidiaries has terminated, nor has the Company or any of its Subsidiaries received any written notice that any group of key employeessuch officer or employee is intending to terminate, intends to terminate their his or her employment with the Company or the such Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any . (d) Except as set forth in Schedule 3.25(d) of the foregoing. Schedule 2.24 sets forth the names of Disclosure Schedules, each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have its Subsidiaries has complied in all material respects with all applicable national, provincial, federal, state, local and foreign equal employment opportunity and other laws related to employment, except as would not have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants3.25(d) of the Company and Disclosure Schedules, each Subsidiary has obtained the Subsidiary, which are presently in effect, detailing Social Security Registration Certificate issued by the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for relevant local labor bureau in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance fundsPRC. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject toExcept as disclosed in Section 3.17(a) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employeesDisclosure Schedule, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any member of the Management Team, senior officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the SubsidiaryCompany, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each member of the Management Team, senior officer and employee of the Company or the Subsidiary is terminable at the will of the Company without giving rise to a claim for compensation or the Subsidiary, subject to the damages (other than a statutory severance or redundancy payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreementsor statutory compensation for unfair dismissal). The Company and the Subsidiary have has complied in all material respects with all applicable laws Laws related to employment. (b) To the Knowledge of the Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company or any Subsidiary. Except as set forth in Schedule 2.24(a) belowNo unfair labor practice complaint or sex or age discrimination claim has been brought against the Company or any of the Subsidiaries since the inception of the respective company before any Governmental Authority. Since the inception of the respective company, there has been no work stoppage or strike by employees of the Company or any Subsidiary. During that period, the Company and the Subsidiary are not parties Subsidiaries have complied in all material aspects with all applicable Laws relating to the employment of labor, including without limitation, those relating to wages, hours and collective bargaining. (c) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liability (whether legally binding or not) to make any payment to or bound by for the benefit of any currently effective employee, officer, consultant, independent contractor or agent in respect of past service, pension or the termination of the employment deferred compensation agreementor engagement of that or any other person (including without limitation, bonus planpayments for wrongful or unfair dismissal, incentive planloss of office or redundancy) that would have a Material Adverse Effect on the Business or Condition of the Group, profit sharing planother than in respect to current month payroll expenses and related deductions in relation to employee and employer contributions. (d) Except as disclosed in Section 3.17(d) of the Disclosure Schedule, retirement agreementneither the Company nor any of its Subsidiaries have any contracts, agreements or other arrangements with any member of the Management Team, officer or employee compensation agreement. Schedule 2.24(a) contains a list involving any payments in excess of all written and material oral promisesUS$100,000 to such individuals, agreementsincluding without limitation, arrangements and understandings, any payment of consideration in connection with officers, directors, employees and consultants the transfer of equity interest in the PRC Subsidiary to the Company (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and their employment with the Company is not aware or any of any circumstance whereby any employee might demand any claim for compensation on termination of its Subsidiaries such as their employment beyond the amount of statutory agreements or contractual severance pay to which such employee may be entitled. All obligations of the Company confidentiality, non-compete and the Subsidiary with respect to statutorily required severance payments have been fully satisfied intellectual property assignment agreements or have been funded by contributions to appropriate insurance fundsshare option award agreements). (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.

Labor Agreements and Actions; Employee Compensation. (a) Neither the Company nor the Subsidiary any of its Subsidiaries is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension ordersor employee association, and no labor union or employee association has requested or, to the Company's or its Subsidiaries' knowledge, has sought to represent any of the employees, representatives or agents of the Company or the Subsidiaryits Subsidiaries. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge Company's or its Subsidiaries' knowledge, threatened, that could have a material adverse effect on the assets, properties, financial condition, operating results, prospects or business of the Company, that Company (as such business is likely presently conducted and as it is proposed to have a Material Adverse Effectbe conducted), nor is the Company or its Subsidiaries aware of any labor organization activity involving its or its Subsidiaries' employees. Neither the Company or the Subsidiary. The Company is not nor its Subsidiaries are aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiaryits Subsidiaries, nor does the Company or the Subsidiary its Subsidiaries have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary and its Subsidiaries is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreementsits Subsidiaries. The Company and the Subsidiary its Subsidiaries have complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. Except as set forth in Schedule 2.24(a) belowSCHEDULE 2.25 lists each employment contract, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, pension, stock, stock option, other equity-based compensation, savings, bonus, incentive compensation, and other employee benefit plans, arrangements, contracts, policies or practices whether written or unwritten, qualified or unqualified, funded or unfunded or other employee compensation agreementagreement to which the Company or its Subsidiaries are a party or bound. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) Each employee of the Company and its Subsidiaries has executed a proprietary information and inventions agreement substantially in the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior form previously provided to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance fundsInvestors. (b) All grantees under the Share Option Plans have provided Xx. Xxxxxx Xxxxxx and/or Mr. Yehuda Zviel with a proxy for the exercise of all rights granted to them with respect to their shares and options, including voting rights, until the consummation of an IPO.