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

Employee Benefit Plans and Employee Matters. The Company does not have any employees who reside or work outside of the State of Israel. With respect to employees of the Company who reside or work in Israel (each, an “Israeli Employee”), except as set forth in Schedule 2.14: (i) the employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the employment Contract with such Israeli Employee or applicable Legal Requirements, (ii) all obligations of the Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law, 1963, are fully funded or accrued on the Financial Statements, whether in accordance with Section 14 or otherwise, (iii) no Israeli Employee’s employment by the Company requires any special license, permit or other authorization of a Governmental Entity, (iv) there are no foreign employees employed by the Company in Israel; (v) there are no material unwritten policies, practices or customs of the Company that, by extension, could reasonably be expected to entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under the terms of such Israeli Employee’s employment Contract (including, by way of example, material unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable Legal Requirements), (vi) all amounts that the Company is legally or contractually required either (A) to deduct from Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund (‘keren hishtalmut’) or other similar funds or (B) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the ITA and National Insurance Law or otherwise, have, in each case, been duly deducted, transferred, withheld and paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than routine payments to be made in the ordinary course of business, consistent with past practice), and (vii) the Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including The Prior Notice to the Employee Law, 2002, The Notice to Employee (Terms of Employment) Law, 2002, the Prevention of Sexual Harassment Law, 1998, the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, The Employment by Human Resource Contractors Law, 1996, and Law for Increased Enforcement of Labor Laws, 2011, and (viii) the Company has not engaged any consultants, sub-contractors or freelancers, in a full-time position engaged on the Company’s premises. The Company is not subject to, and no employee of the Company benefits from, any extension order (‘tzavei harchava’) except for such extension orders which generally apply to all private sector employees in Israel. The Company has furnished to Purchaser (x) copies of all Contracts with Israeli human resource contractors, or with Israeli consultants, sub-contractors or freelancers and (y) copies of material manuals and material written policies relating to the employment of Israeli Employees or termination thereof. There is no liability with respect to pension or provident funds and/or severance pay and/or in any other respect in connection with the employment of former employees of the Company and/or the termination of their employment.

Employee Benefit Plans and Employee Matters. The Company does not have any employees who reside or work outside of the State of Israel. With respect to employees of the Company who reside or work in Israel (each, an “Israeli Employee”), except as set forth in Schedule 2.142.12 of the Company Disclosure Letter: (i) the employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the employment Contract with such Israeli Employee or applicable Legal Requirements, (ii) all obligations of the Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law, 1963, are fully funded or accrued on the Financial Statements, whether in accordance with Section 14 or otherwise, (iii) no Israeli Employee’s employment by the Company requires any special license, permit or other authorization of a Governmental Entity, (iv) there are no foreign employees employed by the Company in Israel; (v) there are no material unwritten policies, practices or customs of the Company that, by extension, could reasonably be expected to entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under the terms of such Israeli Employee’s employment Contract (including, by way of example, material unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable Legal Requirements), (vi) all amounts that the Company is legally or contractually required either (A) to deduct from Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund (‘keren hishtalmut’kerenhishtalmut’) or other similar funds or (B) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the ITA and National Insurance Law or otherwise, have, in each case, been duly deducted, transferred, withheld and paidpaid(other than in the ordinary course of business in a manner consistent in all material respects with prior practice or except as required by applicable Law or any applicable contractual arrangement), and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than routine payments to be made in the ordinary course of business, consistent with past practice)payment, and (vii) the Company is in material compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including The Prior Notice to the Employee Law, 2002, The Notice to Employee (Terms of Employment) Law, 2002, the Prevention of Sexual Harassment Law, 1998, the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, The Employment by Human Resource Contractors Law, 1996, and Law for Increased Enforcement of Labor Laws, 2011, and (viii) the Company has not engaged any consultants, sub-contractors or freelancers, in a full-time position engaged on the Company’s premises. The Company is not subject to, and no employee of the Company benefits from, any extension order (‘tzavei harchava’tzaveiharchava’) except for such extension orders which generally apply to all private sector employees in Israel. The Company has furnished to Purchaser (x) copies of all Contracts with Israeli human resource contractors, or with Israeli consultants, sub-contractors or freelancers and (y) copies of material manuals and material written policies relating to the employment of Israeli Employees or termination thereof. There is no liability with respect to pension or provident funds and/or severance pay and/or in any other respect in connection with the employment of former employees of the Company and/or the termination of their employment.

Employee Benefit Plans and Employee Matters. The Company does not have any employees who reside or work outside of the State of Israelemployees. With There is no Liability with respect to pension or provident funds and/or severance pay and/or in any other respect in connection with the employment of former employees of the Company who reside or work in Israel (each, an “Israeli Employee”), except as set forth in Schedule 2.14: (i) the employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under and/or the termination notice provisions included in of their employment. Since the employment Contract with such Israeli Employee or applicable Legal RequirementsReference Date, (ii) all obligations of the Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law, 1963, are fully funded or accrued on the Financial Statements, whether in accordance with Section 14 or otherwise, (iii) no Israeli Employee’s employment by the Company requires any special license, permit or other authorization of a Governmental Entity, (iv) there are no foreign employees employed by the Company in Israel; (v) there are no material unwritten policies, practices or customs of the Company that, by extension, could reasonably be expected to entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under the terms of such Israeli Employee’s employment Contract (including, by way of example, material unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable Legal Requirements), (vi) all amounts that the Company is was legally or contractually required either (A) to deduct from Israeli Employeesformer employees’ salaries or to transfer to such Israeli Employeesformer employees’ pension or provident, life insurance, incapacity insurance, continuing education fund (‘keren hishtalmut’) or other similar funds or (B) to withhold from their Israeli Employeesthe former employees’ salaries and benefits *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and to pay to any Governmental Entity as required by the ITA and National Insurance Law or otherwise, have, in each case, been duly deducted, transferred, withheld and paid. Since the Reference Date, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than routine payments to be made in the ordinary course of business, consistent with past practice), and (viii) the Company is has been in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employeesthose of its employees who reside or work in Israel, including The Prior Notice to the Employee Law, 2002, The Notice to Employee (Terms of Employment) Law, 2002, the Prevention of Sexual Harassment Law, 1998, the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, The Employment by Human Resource Contractors Law, 1996, and Law for Increased Enforcement of Labor Laws, 2011, and (viiiii) the Company has not engaged any consultants, sub-contractors or freelancers, in a full-time position engaged on the Company’s premises. The Company is not subject to, and no employee of the Company benefits from, any extension order (‘tzavei harchava’) except for such extension orders which generally apply to all private sector employees in Israel. The Company has furnished to Purchaser (x) copies of all Contracts with Israeli human resource contractors, or with Israeli consultants, sub-contractors or freelancers and (y) copies of material manuals and material written policies relating to the employment of Israeli Employees or termination thereof. There is no liability with respect to pension or provident funds and/or severance pay and/or in any other respect in connection with the employment of former employees of the Company and/or the termination of their employment.

Employee Benefit Plans and Employee Matters. (a) The Company does not have any employees who reside or work outside has made available a complete and accurate list of all current Company Employees as of the State of Israel. With respect to employees of Agreement Date, on a redacted basis where required by Applicable Law (the "Company who reside or work in Israel (each, an “Israeli Employee”Employee List"), except as set forth in Schedule 2.14which reflects each such Company Employee’s: (i) the employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the employment Contract with such Israeli Employee or applicable Legal Requirementsname and employee identification number, (ii) all obligations date(s) of the Company to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law, 1963, are fully funded or accrued on the Financial Statements, whether in accordance with Section 14 or otherwisehire, (iii) no Israeli Employee’s employment by the Company requires any special license, permit position or other authorization of a Governmental Entityjob title, (iv) there are no foreign employees employed by the Company in Israel; full-time or part-time status, (v) there are no material unwritten policies, practices classification as either exempt or customs of non-exempt from the Company that, by extension, could reasonably be expected to entitle overtime requirements under any Israeli Employee to benefits in addition to what such Israeli Employee is entitled to by applicable Legal Requirements or under the terms of such Israeli Employee’s employment Contract (including, by way of example, material unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable Legal Requirements)Applicable Law, (vi) all amounts that the annual base salary or hourly wage rate, as applicable, (vii) total target bonus or commission, earned, and total for which they remain eligible, as applicable, (viii) any other compensation payable or material fringe benefits for which each such Company Employee is legally eligible, including housing allowance, deferred compensation, or contractually required either commission arrangements, vacation/paid time off entitlement and amount accrued, travel pay and car entitlement, if applicable, sick leave entitlement and accrual, recuperation pay entitlement and accrual, (Aix) entitlement to deduct from Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life arrangement and/or any other provident fund (including manager’s insurance, incapacity insurancepensions fund and education fund), continuing education fund their respective contribution rates and the salary basis for such contributions whether such employee is subject to Section 14 Arrangement (‘keren hishtalmut’"Section 14 Arrangement") or other similar funds or under the Israeli Severance Pay Law - 1963 (Bthe "Severance Pay Law"), (x) extent of notice period to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity which such employee is entitled in advance of termination, if any, except as required by the ITA and National Insurance Law or otherwiseApplicable Law; (xi) country and, haveif applicable, in each case, been duly deducted, transferred, withheld and paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment (other than routine payments to be made in the ordinary course state of business, consistent with past practice)employment, and (viixii) whether the employee is on leave (and if so, the date on which such leave commenced and the date of expected return to work, if known). Except for the employees included in the Company is in compliance in all material respects with all applicable Legal Requirements Employee List who hold senior positions and Contracts relating to employment, employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions therefore are exempt from the provisions of employment related to Israeli Employees, including The Prior Notice to the Employee Law, 2002, The Notice to Employee (Terms of Employment) Law, 2002, the Prevention of Sexual Harassment Law, 1998, the Working Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, The Employment by Human Resource Contractors Law, 1996, and Law for Increased Enforcement all Company Employees in Israel receive a monthly salary that includes a global overtime component equal to 20% of Labor Laws, 2011, and (viiieach Company Employee’s monthly salary. Except as set forth on Schedule 2.11(a) the Company has not engaged any consultants, sub-contractors or freelancers, in a full-time position engaged on the Company’s premises. The Company is not subject to, and no employee of the Company benefits fromDisclosure Schedule, the services provided by all U.S.-based Company Employees are terminable at the will of the Company and any extension order (‘tzavei harchava’) except for such extension orders which generally apply termination would result in no liability to all private sector employees in Israelthe Company. The Company has furnished not made any promises or commitments to Purchaser (x) copies any of all Contracts with Israeli human resource contractorsthe Company Employees, whether in writing or with Israeli consultantsnot, sub-contractors or freelancers and (y) copies of material manuals and material written policies relating to the employment of Israeli Employees or termination thereof. There is no liability with respect to pension any future changes or provident funds and/or severance pay and/or additions to any of their compensation or benefits. Other than as provided in any the Company Employee List, (i) there are no other respect in connection with employees employed by the employment of Company, and (ii) all current and former employees of the Company and/or have signed an employment agreement, offer letter, or similar agreement substantially in the termination form or forms delivered or made available to Acquirer. No employee of the Company is entitled (whether by virtue of any law, contract or otherwise) to any benefits, entitlement or compensation that is not set forth in the Company Employee List or Schedule 2.11(k) of the Company Disclosure Schedule or that should be reclassified as part of their employmentdetermining salary for all intent and purposes, including for the social contributions. All current Company Employees are subject to a Section 14 Arrangement and have been subject to such arrangement from the commencement date of their employment and on their entire salary. As of the Agreement Date, there is no Person who has accepted an offer of employment made by the Company or any Subsidiary but whose employment has not yet started. Except as set forth in the Company Employee List, no senior management level employee of the Company has been dismissed in the last 12 months prior to the Agreement Date.