Incredimail 2011 Annual Report Download - page 184

(t) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, result
in any payment (whether in cash or property or the vesting of property) to any "disqualified individual" (as such term is defined in Treasury Regulation Section 280G
(c)) pursuant to any Company Employee Plan that would reasonably be construed, individually or in combination with any other such payment, to constitute an
"excess parachute payment" (as defined in Section 280G(b)(1) of the Code). No Service Provider is entitled to receive any gross-
up or additional payment by reason
of the tax required by Section 409A or 4999 of the Code being imposed on such person.
(u) Each grant of Company Stock Options was validly issued and properly approved by the Board of Directors of the Company (or a duly
authorized committee or subcommittee thereof) in compliance with all applicable Legal Requirements and recorded on the Financial Statements in accordance with
GAAP consistently applied. No Company Stock Option has an exercise price that is less than the fair market value of the Company Common Stock as of the date such
Company Stock Option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or
disposition of such option, in each case, determined in accordance with the regulations and guidance under Code Section 409A.
2.15 Employees .
(a) The following definitions will apply to this Section 2.15:
(i) “ Code ” shall mean the Internal Revenue Code of 1986, as amended;
(ii) “ Company Employee Plan ”
shall mean any plan, program, policy, practice, contract, agreement or other arrangement
providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-
related awards, fringe benefits or other employee
benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each “employee benefit plan,”
within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any ERISA
Affiliate for the benefit of any Employee, or with respect to which the Company or any ERISA Affiliate has or may have any liability or obligation;
(iii) “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended;
(iv) “ ERISA Affiliate ”
shall mean any other person or entity under common control with the Company within the meaning of
Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder;
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