Incredimail 2012 Annual Report Download - page 259

2.11 Employee Benefit Plans and Employee Matters .
(a) Employee List . Schedule 2.11 (a)
of the Company Disclosure Letter contains a list of all
current Company Employees as of the date of this Agreement, and correctly reflects: (i) their name, title and dates of hire;
(ii) scope of their position (full-time, part-time or temporary status), each Company Employee’
s classification as either
exempt or non exempt from the overtime requirements under any applicable law; (iii) their current monthly salary
(divided into base salary and global overtime payment, if relevant) or hourly wage rate, as applicable; (iv) any other
compensation payable to them including housing allowances, compensation payable pursuant to bonus, deferred
compensation or commission arrangements, overtime payment, vacation entitlement and accrued vacation or paid time-
off
balance, travel pay or car maintenance or car entitlement, sick leave entitlement and accrual, recuperation pay entitlement
and accrual, entitlement to pension arrangement and/or any other provident fund (including manager’
s insurance and
education fund), their respective contribution rates and the salary basis for such contributions, whether such employee's
entire salary and any additional payments that are part of the determining salary for social contributions are subject to
Section 14 Arrangement under the Israeli Severance Pay Law - 1963 (" Section 14 Arrangement
") from their
commencement date of their employment and notice period entitlement; (v) any promises or commitments made to the
Company Employees, whether in writing or not, with respect to any future changes or additions to their compensation or
benefits; and (vi) any material customs or customary practices regarding employees that could reasonably be deemed to be
binding on the Company or the Israeli Subsidiary.
(b) The Company and the Israeli Subsidiary are not and was never a party to any collective
bargaining agreement, or other Contract or arrangement with a labor union, trade union or other organization or body
representing any of its Company Employees, or is otherwise required (under any legal requirement, under any Contract or
otherwise) to provide benefits or working conditions under any of the foregoing. The Company and the Israeli Subsidiary
are not and was never a member of any employers’ association or organization, and no employers’
association or
organization has made any demand for payment of any kind from the Company or the Israeli Subsidiary. Except as set
forth in Schedule 2.11(b)
, the Company and the Israeli Subsidiary are not, and no Company Employee benefits from any
extension order ( tzavei harchava
) except for extension orders which generally apply to all employees in Israel. To the
Company's and the Israeli Subsidiary's knowledge, there are no labor organizations representing or purporting to represent
or seeking to represent any Company Employees. Neither the Company nor the Israeli Subsidiary has knowledge of any
activities or proceedings of any labor union to organize any Company Employees. Neither the Company nor the Israeli
Subsidiary engaged, and neither has ever been engaged, in any unfair labor practice of any nature. Neither the Company
nor the Israeli Subsidiary has had any strike, slowdown, work stoppage, lockout, job action, labor dispute, union
organizing activity or any similar activity or dispute or threat thereof, or question concerning representation, by or with
respect to any of the Company Employees. To the Company's and the Israeli Subsidiary's knowledge, no event has
occurred and no condition or circumstances exists, that might directly or indirectly give rise to or provide a basis for the
commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing
activity or any similar activity or dispute now or in the future.
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