Common use of Manager’s Insurance Clause in Contracts

Manager’s Insurance. 6.1.1. Company shall contribute an aggregate monthly amount equal to up to 15.83% of the Salary as premium on a Managers’ Insurance (Bituach Menahalim) policy of Employee’s choice which shall include a possibility of an insurance pension fund. (“Managers’ Insurance Policy”). 6.1.2. The abovementioned contributions by Company shall be as follows: 8.33% towards severance pay, 5% towards compensatory payments, and Company’s contribution towards disability insurance, shall be in accordance with an insurance policy for disability allowance, as such insurance is approved by the Minister of Labor and Social Welfare, up to 2.5% of the Salary, or up to the sum which shall provide for a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from his Salary at source, an aggregate monthly amount equal to 5% of the Salary to such Managers’ Insurance Policy. 6.1.4. Employee shall bear any and all taxes in connection with amounts paid by Employee and/or Company to the Managers’ Insurance Policy pursuant to this Section 6.1. 6.1.5. Company and Employee, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by the general settlement authorized as of 9.6.98 pertaining to Company’s payment to the benefit of pension funds and insurance funds, in place of severance payment in pursuance of the Severance Payment Act (1963), attached hereto as Exhibit “A”. 6.1.6. Further to subsection 6.1.5 above, Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the above mentioned Manager’s Insurance Policy, except in the event: (i) that Employee withdraws such sums from the Manager’s Insurance Policy, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963. 6.1.7. It is further agreed that such payment contribution made by Company towards the Manager’s Insurance Policy as above mentioned, shall be in place of severance payment due to Employee under any circumstances in which Employee shall be entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963).

Manager’s Insurance. 6.1.1. 3.2.1 The Company shall contribute insure Employee under an aggregate monthly accepted Manager’s Insurance Policy (the “Policy”), and shall pay an amount equal to up to 15.83(i) 8.33% of the Salary as premium on a Managers’ Insurance (Bituach Menahalim) policy account of Employee’s choice which shall include a possibility of an insurance pension fund. (“Managers’ Insurance Policy”). 6.1.2. The abovementioned contributions by Company shall be as follows: 8.33% towards severance pay, 5% towards compensatory payments, and Company’s contribution towards disability insurance, shall be pay payable to Employee upon severance in accordance with an insurance policy for disability allowance, as such insurance is approved by the Minister provisions of Labor this Agreement; and Social Welfare, up to 2.5(ii) 5% of the SalarySalary towards pension fund payments, or up subject to the sum which shall provide for a disability allowance equal to seventy five percent (75%) deduction of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from his Salary at source, an aggregate monthly amount equal to 5% of the Salary to such Managers’ Insurance Policybe paid towards the Policy on behalf of Employee. In addition, the Company shall pay an amount equal to 2.5% of the Salary towards disability insurance in favor of Employee. 6.1.43.2.2 Employee may extend an existing policy or plan and/or incorporate it into the Policy, at Employee’s discretion. In the event the Employee elects to be insured under a pension plan, the allocations set forth in Section 3.2.1 above shall bear be adjusted in accordance with the pension plans policies’, provided, however, that in any event payments by the Company shall not exceed the amounts set forth in Section 3.2.1 above. 3.2.3 During Employee’s employment period with the Company, the Company shall be the sole owner of the Policy. Other than as set forth below, in the event of a termination of this Agreement, the Company shall transfer the title in and all taxes in connection with amounts paid by Employee and/or Company to the Managers’ Insurance Policy pursuant to this Section 6.1Employee. 6.1.5. 3.2.4 The Company and Employee, respectively declare Employee agree and covenant acknowledge that as evidenced by their respective signatures, they hereby undertake to be bound by transfer of ownership of the general settlement authorized as severance portion of 9.6.98 pertaining to Company’s payment the Policy to the benefit Employee as set forth in Section 3.2.3 above shall be in lieu of pension funds and insurance fundsnot in addition to any entitlement of the Employee under any applicable law or this Agreement to severance pay, according to the General Approval of the Minister of Labor and Welfare, regarding Employers’ Payments to Pension Funds and Insurance Policies in place Lieu of severance payment Severance Pay in pursuance Accordance with Section 14 of the Severance Payment Act (Pay Law 1963), attached hereto as Exhibit A (the “AGeneral Approval”. 6.1.6). Further to subsection 6.1.5 aboveAccordingly, the Company hereby forfeits waives any right it may have in rights to said payments made to the reimbursement of sums paid by Company into the above mentioned Manager’s Insurance Policy, except as set forth in the event: (i) that Employee withdraws such sums from the Manager’s Insurance Policy, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963General Approval. 6.1.7. It is further agreed that such payment contribution made by Company towards the Manager’s Insurance Policy as above mentioned, shall be in place of severance payment due to Employee under any circumstances in which Employee shall be entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963).

Manager’s Insurance. 6.1.110.1. The Company shall contribute an aggregate monthly amount equal will insure the Employee under a “Manager’s Insurance Policy” to up to 15.83% of be selected by the Salary as premium on a Managers’ Insurance Company (Bituach Menahalim) policy of Employee’s choice which shall include a possibility of an insurance pension fund. (the “Managers’ Insurance Policy”). 6.1.2. The abovementioned contributions by Company , and shall be remit to the Policy as follows: 8.33% towards severance pay, 5% towards compensatory payments, and Company’s contribution towards disability insurance, shall be in accordance with (i) an insurance policy for disability allowance, as such insurance is approved by the Minister of Labor and Social Welfare, up to 2.5% of the Salary, or up to the sum which shall provide for a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from his Salary at source, an aggregate monthly amount equal to 5% of the Salary for savings and risk component; (ii) an amount equal to such Managers’ Insurance Policy8 1/3% of the Salary for severance pay component (the “Severance Pay Component”); and (iii) amount of up to 2.5% (two and half percents) of the Salary for loss of earning capacity component, (collectively, the “Company’s Contribution”). In addition, the Company shall deduct from the Employee’s Salary an amount equal to 5% of the Salary, which it shall remit to the Policy for the savings and risk component (the “Employee’s Contributions”). 6.1.410.2. Employee shall bear any and all taxes in connection with amounts paid by Employee and/or The Company undertakes to transfer the Policy to the Managers’ Insurance Policy pursuant to this Section 6.1Employee within a reasonable time after termination of the Employee’s employment with the Company, whether terminated by the Company or the Employee. 6.1.510.3. Company and Employee, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by the general settlement authorized as of 9.6.98 pertaining to The Company’s payment Contributions will be in lieu of the severance pay that the Employee will be entitled to in the benefit event of pension funds and insurance fundshis termination, all in place accordance with the provisions of severance payment in pursuance Section 14 of the Severance Payment Act (Pay Law, 5723-1963), attached hereto as Exhibit “A”. 6.1.6. Further The Employee’s signature on this Agreement represents the Employee’s agreement to subsection 6.1.5 above, the content of this section. The Company hereby forfeits waives in advance any right it may have in the reimbursement future for the return of sums paid the Company’s Contributions, or any of them, unless: 10.3.1. The Employee’s entitlement for severance pay has been deprived by Company into a judgment, under the above mentioned Manager’s Insurance Policyprovisions of sections 16 or 17 of the Severance Pay Law, except in the event: (i) that Employee withdraws such sums 5723-1963, and as long as it was so deprived; or 10.3.2. The employee has withdrawn monies from the Manager’s Insurance Policy, other than Policy not in the event circumstances of death, disability or retirement at the age of 60 or more; or (ii) . A copy of the occurrence Order and Confirmation Regarding Payments of any Employers to Pension Funds and Insurance Funds instead of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963is attached as Schedule B to this Agreement. 6.1.710.4. It is further agreed that such payment contribution made by Company towards The Company’s Contribution to the ManagerPolicy shall be calculated solely based on the Salary, and the Employee’s Insurance Policy as above mentionedentitlement to severance pay, if any, shall be in place of severance payment due calculated solely based on the Salary and no other payment, right or benefit to which the Employee is entitled under any circumstances in which Employee this Agreement or by law shall be entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963)taken into account in such calculations.

Manager’s Insurance. 6.1.1. Company shall contribute an aggregate has contributed certain monthly amount equal to up to 15.83% of the Salary amounts as premium on a Managers’ Insurance (Bituach Menahalim) policy of Employee’s choice which shall include a possibility of an insurance pension fund. (“Managers’ Insurance Policy”)) and shall continue to contribute an aggregate monthly amount of up to 15.83% of the Salary to said Managers’ Insurance Policy. 6.1.2. The abovementioned contributions by Company shall be as follows: 5% towards compensatory payments (the “Compensatory Payments Component”), 8.33% towards severance pay, 5% towards compensatory paymentspayments (the “Severance Payments Component”), and Company’s contribution towards disability insurance, shall be in accordance with an insurance policy for disability allowance, as such insurance is approved by the Minister of Labor and Social Welfare, up to 2.5% of the Salary, or up to the sum which shall provide for towards a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the twoinsurance. 6.1.3. In addition, Employee has contributed and shall contribute, and for that purpose Employee has irrevocably authorizes authorized and instructs instructed Company to deduct from his Salary at source, an aggregate monthly amount equal to 5% of the Salary to such Managers’ Insurance Policy. 6.1.4. Employee shall bear any and all taxes in connection with amounts paid by Employee and/or Company to the Managers’ Insurance Policy pursuant to this Section 6.1. 6.1.5. Company and To the extent Employee, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by ’s Salary exceeds the general settlement authorized as of 9.6.98 pertaining to Company’s payment recognized ceiling for contributions to the benefit of pension funds and insurance funds, in place of severance payment in pursuance of the Severance Payment Act (1963), attached hereto as Exhibit “A”. 6.1.6. Further to subsection 6.1.5 above, Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the above mentioned Manager’s Insurance Policy, except in the event: (i) that Employee withdraws such sums from the Manager’s Insurance Policy, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963. 6.1.7. It is further agreed that such payment contribution made by Company towards the Manager’s Managers’ Insurance Policy that are exempted from taxes under the provisions of applicable law as above mentioned, shall be in place effect from time to time (the “Managers’ Insurance Ceiling”), Employee shall have the option, to be exercised in his sole discretion, to apply the following provisions in connection with the Managers’ Insurance Policy: 6.1.5.1. The contributions of severance payment due to Company and Employee under any circumstances in which shall be calculated based on that portion of the Salary up to, but not exceeding, the Managers’ Insurance Ceiling; 6.1.5.2. Employee shall be entitled to severance an additional monthly gross payment subject in an amount constituting 5% of that portion of the Salary that exceeds the Managers’ Insurance Ceiling (the “Additional Managers’ Insurance Payment”); 6.1.5.3. The provisions of Sections 5.2 and 5.3 above shall apply to the Additional Managers’ Insurance Payment and Employee will bear any and all taxes applicable lawin connection with the payment by Company and/or the receipt by Employee of the Additional Managers’ Insurance Payment. 6.1.6. In the event of termination of the Employee’s employment under this Agreement by the Company for any reason other than a Termination for Cause (as defined hereinafter), Employee shall be entitled to payment of severance pay which shall be calculated in accordance with the Severance Pay Law – 1963, for the entire period of Employee’s employment commencing as of the Commencement Date of Employment and in accordance with Employee’s last Salary prior to said termination and all sums accumulated in the Severance Payments Component of the aforesaid Managers’ Insurance Policy shall be on account of the aforesaid severance pay. In the event of termination of the Employee’s employment under this Agreement by the Employee for any reason all sums accumulated in the aforesaid Managers’ Insurance Policy shall be transferred to Employee, including but not limited without limitation the Compensatory Component and the Severance Payments Component. For the removal of doubt it is further hereby clarified that the terms of this Section 6.1.6 shall apply to all contributions made to the Severance Payment Law (1963)Managers’ Insurance Policy prior to the Effective Date.

Manager’s Insurance. 6.1.111.1. From the date of commencement of the Employee's employment and subject to the directives to be determined from time to time by the Income Tax Commission, and according to the permitted deduction cap, the Company shall contribute an aggregate monthly amount remit to the insurance company of its choice, in the context of managers' insurance for the Employee, a sum that is equal to up to 15.8313.33% of the Salary as premium on a Managers’ Insurance total salary (Bituach Menahalimexcluding car allowance, per diems and telephone expenses) policy of Employee’s choice which shall include a possibility of an insurance pension fund. (“Managers’ Insurance Policy”). 6.1.2. The abovementioned contributions by Company shall be as follows: 8.33% towards severance pay, 5% towards compensatory paymentsdue , and Company’s contribution towards disability insurance, shall be in accordance with an insurance policy for disability allowance, as such insurance is approved by the Minister of Labor and Social Welfare, up to 2.5% of the Salary, or up to the sum which shall provide for a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from remit at his Salary at source, an aggregate monthly amount expense a sum equal to 5% of the Salary total salary (excluding car allowance, per diems, bonuses, overtime and telephone expenses) due to such Managers’ Insurance Policyhis share in the insurance. 6.1.411.2. In the event that the Employee has an existing managers' insurance policy, the Company shall bear any and all taxes in connection with amounts paid by Employee and/or Company the above remittances to the Managers’ Insurance Policy pursuant credit of the existing policy, subject to that the employer's remittances shall not exceed 13.33%: 8.33% for severance pay and 5% for the employer's provident payments. 11.3. The Employee hereby agrees to a deduction of 5% as aforesaid from his salary for the purpose of the managers' insurance policy. 11.4. The Company undertakes to transfer the Employee's share and its share as aforesaid each month on a current basis to the managers' insurance policy. 11.5. The Company shall remit up to an additional 2.5% from the Employee's salary for the loss of working capacity component in the above managers' insurance policy. 11.6. The Company's payments according to this section shall be in accordance with Section 6.1. 6.1.5. Company and Employee, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by the general settlement authorized as of 9.6.98 pertaining to Company’s payment to the benefit of pension funds and insurance funds, in place of severance payment in pursuance of the Severance Payment Act (1963), attached hereto as Exhibit “A”. 6.1.6. Further to subsection 6.1.5 above, Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the above mentioned Manager’s Insurance Policy, except in the event: (i) that Employee withdraws such sums from the Manager’s Insurance Policy, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 14 of the Severance Pay Law, 1963. 6.1.7Law and performance of the payments by the Company shall fully and finally exhaust the Employee's rights for severance pay according to any law. It is further agreed that such payment contribution made by Company towards In the Manager’s Insurance Policy as above mentioned, shall be in place event of severance payment due to Employee under any circumstances in which termination or resignation - the Employee shall only be entitled to severance payment subject payments according to the applicable law, including but not limited managers' insurance policy and under the terms determined in the managers' insurance policy. 11.7. The Employee hereby agrees to the Severance Payment Law (1963)arrangement as specified in this Section which is compatible , inter alia, with the general approval pertaining to employers' payments to a pension fund and to an insurance fund, published in Official Gazette 4659 dated June 9, 1968.

Manager’s Insurance. 6.1.111.1. The Company shall contribute at the end of each month during the employment of Employee hereunder, an aggregate monthly amount equal to up to 15.8313-1/3% of the Salary as premium on for the preceding month to a Managers’ Managers Insurance (Bituach Menahalim) policy (the "POLICY") or 14-1/3% of Employee’s choice which shall include the Salary to a possibility of an insurance comprehensive pension fund. plan (“Managers’ Insurance Policy”"PENSION PLAN"). 6.1.2. The abovementioned contributions by Company , as shall be decided by the Employee, through an agency to be selected by the Company, to be divided as follows: 8.33(i) 8 1/3% towards severance paypay (the "COMPANY'S SEVERANCE CONTRIBUTION"); and (ii) either (a) in the case of a Policy, 5% towards compensatory toward provident (compensation) payments, and Company’s contribution towards disability insurancesubject to deduction of 5% from the Employee's Salary as detailed below; or (b) in the case of a Pension Plan, shall be in accordance with an insurance policy for disability allowance6% toward provident (compensation) payments, subject to deduction of 5.5% from the Employee's Salary, as such insurance is approved by detailed below. In case the Minister employee chooses a Policy, the Company shall pay a percentage of Labor the Salary required in order to insure 75% of the Salary (and Social Welfare, up to in any event no more than 2.5% of the Salary, or up ) towards loss of working capacity disability insurance pursuant to the sum which Company's disability insurance. The Employee agrees that the Company shall provide for a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from his the Salary at source, an aggregate monthly amount equal to 5% or 5.5% of the Salary Salary, as applicable, for the preceding month, and shall pay such amount as premium payable in respect of the provident compensation component of Policy or the Pension Plan, as the case may be. In the event the Employee elects to such Managers’ Insurance Policybe insured under a combination of the Policy and Pension Plan, the Employee may determine the allocation between the two, provided that, in any event the Company's contributions will not exceed the maximum amounts set forth above. 6.1.411.2. Employee shall bear any and all taxes in connection with amounts paid by Employee and/or The Company undertakes to transfer the Policy or the Pension Plan, as applicable, to the Managers’ Insurance Policy pursuant to this Section 6.1Employee within a reasonable time after termination of the Employee's employment with the Company, whether terminated by the Company or the Employee. 6.1.511.3. Company and EmployeeThe Company's Severance Contributions will be in lieu of the severance pay that the Employee will be entitled to in the event of her termination, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by all in accordance with the general settlement authorized as provisions of 9.6.98 pertaining to Company’s payment to the benefit of pension funds and insurance funds, in place of severance payment in pursuance Section 14 of the Severance Payment Act (Pay Law, 5723-1963), attached hereto as Exhibit “A”. 6.1.6. Further The Employee's signature on this Agreement represents the Employee's agreement to subsection 6.1.5 above, the content of this section. The Company hereby forfeits waives in advance any right it may have in the reimbursement future for the return of sums paid the Company's Severance Contributions, or any of them, unless: 11.3.1. The Employee's entitlement for severance pay has been deprived by Company into a judgment, under the above mentioned Manager’s Insurance Policyprovisions of sections 16 or 17 of the Severance Pay Law, except in the event: (i) that Employee withdraws such sums 5723-1963, and as long as it was so deprived; or 11.3.2. The employee has withdrawn monies from the Manager’s Insurance PolicyPolicy or the Pension Plan, other than as applicable, not in the event circumstances of death, disability or retirement at the age of 60 or more; or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963. 6.1.7. It is further agreed that such payment contribution made by Company towards the Manager’s Insurance Policy as above mentioned, shall be in place of severance payment due to Employee under any circumstances in which Employee shall be entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963).

Manager’s Insurance. 6.1.1. The Company shall contribute insure the Employee under a Manager's Insurance Policy, including insurance in the event of illness or loss of capacity for work (the "Policy"), and shall pay a sum of up to an aggregate monthly amount equal to up to of 15.83% of the Salary as premium towards the Policy, of which (i) 8.33% shall be on a Managers’ Insurance (Bituach Menahalim) policy account of Employee’s choice severance compensation, which shall include a possibility of an insurance pension fund. (“Managers’ Insurance Policy”). 6.1.2. The abovementioned contributions by Company shall be as follows: 8.33% towards severance paypayable to the Employee upon severance, 5% towards compensatory payments, and Company’s contribution towards disability insurance, shall be in accordance with an insurance policy for disability allowance, as such insurance is approved by the Minister provisions of Labor this Agreement; (ii) 5% of the Salary on account of pension fund payments; and Social Welfare, (iii) up to 2.5% of the Salary, or up to the sum which Salary on account of disability pension payments. The Company shall provide for a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from his Salary at source, an aggregate monthly amount equal to 5% of from the Salary to be paid on behalf of the Employee towards the Policy. The Employee may extend an existing policy or plan and incorporate it into the Policy, at his discretion. The Company and the Employee agree and acknowledge that in the event the Company transfers ownership of the Policy or the right to receive such Managers’ Insurance Policy. 6.1.4policy to the Employee, then such transfer shall be credited against any obligation that the Company may have to pay severance pay to the Employee pursuant to the Severance Pay Law - 1963 (the "Severance Pay Law"). Employee shall bear any and all taxes in connection with amounts paid agrees that the payments by Employee and/or the Company to the Managers’ Insurance Policy pursuant in accordance with the terms hereof, shall be instead of any statutory obligation of the Company to this Section 6.1. 6.1.5. Company and pay severance pay to the Employee, respectively declare and covenant that as evidenced by their respective signaturesnot in addition thereto, they hereby undertake to be bound by the general settlement authorized as of 9.6.98 pertaining to Company’s payment to the benefit of pension funds and insurance funds, all in place of severance payment in pursuance accordance with Section 14 of the Severance Payment Act (1963)Pay Law. The Parties hereby adopt the General Approval of the Minister of Labor and Welfare, on Employers' Payments to Pension Funds and Insurance Policies Instead of Severance Pay According to Section 14 of the Severance Pay Law, attached hereto as Exhibit “A”. 6.1.6. Further to subsection 6.1.5 above, A. The Company hereby forfeits any waives its right to a refund of payments it may have in made to the reimbursement of sums paid by Company into the above mentioned Manager’s Insurance Policy, except in the eventexcept: (i) that Employee withdraws such sums from the Manager’s Insurance Policy, other than in the event that Employee's right to severance pay was denied by a final judgment pursuant to Section 16 or 17 of the Severance Pay Law (in which case Company shall only be entitled to a refund of such funds to the extent that severance pay was denied); or (ii) in the event that the Employee withdrew monies from the Policy (other than by reason of an "Entitling Event", i.e. death, disability or retirement at or after the age of 60 or more; or sixty (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963. 6.1.760)). It is further agreed that such payment contribution made by Company towards the Manager’s Insurance Policy as above mentioned, shall be in place of severance payment due to Employee under any circumstances in which Employee shall be entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963).-------------------------------------------------------------------------------- Protalix EMPLOYMENT AGREEMENT Version: -------------------------------------------------------------------------------- Ltd. Page: 4 of: 11 --------------------------------------------------------------------------------

Manager’s Insurance. 6.1.111.1. The Company shall contribute at the end of each month during the employment of Employee hereunder, an aggregate monthly amount equal to up to 15.8313.33% of the Salary as premium on for the preceding month to a Managers’ Managers Insurance (Bituach Menahalim) policy (the "POLICY") or 14.33% of Employee’s choice which shall include the Salary to a possibility of an insurance comprehensive pension fund. plan (“Managers’ Insurance Policy”"PENSION PLAN"). 6.1.2. The abovementioned contributions by Company , as shall be decided by the Employee, through an agency to be selected by the Company, to be divided as follows: (i) 8.33% towards severance paypay (the "COMPANY'S SEVERANCE CONTRIBUTION"); and (ii) either (a) in the case of a Policy, 5% towards compensatory toward provident (compensation) payments, and Company’s contribution towards disability insurancesubject to deduction of 5% from the Employee's Salary as detailed below; or (b) in the case of a Pension Plan, shall be in accordance with an insurance policy for disability allowance6% toward provident (compensation) payments, subject to deduction of 5.5% from the Employee's Salary, as such insurance is approved by detailed below. In case the Minister employee chooses a Policy, the Company shall pay a percentage of Labor the Salary required in order to insure 75% of the Salary (and Social Welfare, up to in any event no more than 2.5% of the Salary, or up ) towards loss of working capacity disability insurance pursuant to the sum which Company's disability insurance. The Employee agrees that the Company shall provide for a disability allowance equal to seventy five percent (75%) of the Employee’s Salary during the disability period of Employee, the lesser of the two. 6.1.3. Employee shall contribute, and for that purpose Employee irrevocably authorizes and instructs Company to deduct from his the Salary at source, an aggregate monthly amount equal to 5% or 5.5% of the Salary Salary, as applicable, for the preceding month, and shall pay such amount as premium payable in respect of the provident compensation component of Policy or the Pension Plan, as the case may be. In the event the Employee elects to such Managers’ Insurance Policybe insured under a combination of the Policy and Pension Plan, the Employee may determine the allocation between the two, provided that, in any event the Company's contributions will not exceed the maximum amounts set forth above. 6.1.411.2. Employee shall bear any and all taxes in connection with amounts paid by Employee and/or The Company undertakes to transfer the Policy or the Pension Plan, as applicable, to the Managers’ Insurance Policy pursuant to this Section 6.1Employee within a reasonable time after termination of the Employee's employment with the Company, whether terminated by the Company or the Employee. 6.1.511.3. Company and EmployeeThe Company's Severance Contributions will be in lieu of the severance pay that the Employee will be entitled to in the event of his termination, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to be bound by all in accordance with the general settlement authorized as provisions of 9.6.98 pertaining to Company’s payment to the benefit of pension funds and insurance funds, in place of severance payment in pursuance Section 14 of the Severance Payment Act (Pay Law, 5723-1963), attached hereto as Exhibit “A”. 6.1.6. Further The Employee's signature on this Agreement represents the Employee's agreement to subsection 6.1.5 above, the content of this section. The Company hereby forfeits waives in advance any right it may have in the reimbursement future for the return of sums paid the Company's Severance Contributions, or any of them, unless: 11.3.1. The Employee's entitlement for severance pay has been deprived by Company into a judgment, under the above mentioned Manager’s Insurance Policyprovisions of sections 16 or 17 of the Severance Pay Law, except in the event: (i) that Employee withdraws such sums 5723-1963, and as long as it was so deprived; or 11.3.2. The employee has withdrawn monies from the Manager’s Insurance PolicyPolicy or the Pension Plan, other than as applicable, not in the event circumstances of death, disability or retirement at the age of 60 or more; or (ii) of the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Pay Law, 1963. 6.1.7. It is further agreed that such payment contribution made by Company towards the Manager’s Insurance Policy as above mentioned, shall be in place of severance payment due to Employee under any circumstances in which Employee shall be entitled to severance payment subject to the applicable law, including but not limited to the Severance Payment Law (1963).