Incredimail 2012 Annual Report Download - page 260

(c) No Company Employee or Consultant has been dismissed in the last twelve months or has given
notice of termination of his or her employment or engagement with the Company or the Israeli Subsidiary, except as
detailed in Schedule 2.11 (c)
of the Company Disclosure Letter. The Company and the Israeli Subsidiary do not have
unsatisfied obligations of any nature to any of its former Company Employees, and their termination was in compliance
with all applicable legal requirements and agreement.
(d) Leave of Absence
. As of the date of this Agreement, there is no current Company Employee
who is not fully available to perform work because of disability or other leave of more than 30 consecutive days
(including unpaid leave).
(e) At Will Employment . Except as set forth in Schedule 2.11 (e)
of the Company Disclosure
Letter, neither the Company nor the Israeli Subsidiary have any obligation to provide any particular form or period of
notice prior to terminating the employment of any of its current Employees, except as prescribed by applicable legal
requirements or by any relevant applicable agreement according to which the employment of each of the current Company
Employees is terminable by the Company or the Israeli Subsidiary, as applicable, with no more than 30 days prior
notice. The Company has delivered to Purchaser accurate and complete copies of all material employee manuals and
handbooks, disclosure materials, policy statements and other material documents relating to the employment of the
Company Employees and Consultants.
(f) Employee Departures/Restrictions
. To the Company's and the Israeli Subsidiary's knowledge,
no current Company Employee (i) intends to terminate his employment with the Company or the Israeli Subsidiary, as
applicable; (ii) has received an offer to join a business that may be competitive with the Company’
s or the Israeli
Subsidiary's business; or (iii) is a party to or is bound by any confidentiality agreement, noncompetition agreement or
other Contract (with any Person other than the Company or the Israeli Subsidiary) that may have an adverse effect on: (A)
the performance by such employee of any of his duties or responsibilities as an employee of the Company or the Israeli
Subsidiary; or (B) the Company’s or the Israeli Subsidiary's business or operations.
(g) Employee Plans and Agreements
. All the Company Employees and Consultants have executed
employment or consultancy agreements (as applicable), accurate and complete copies of which were provided to
Purchaser. Schedule 2.11 (g)
of the Company Disclosure Letter contains an accurate and complete list of each Company
Employee Plan and each Company Employee Agreement and each Contract with any Consultant. Neither the Company
nor the Israeli Subsidiary intend nor has either committed to establish or enter into any new Company Employee Plan or
Company Employee Agreement or any agreement with a Consultant, or to modify any Company Employee Plan or
Company Employee Agreement or any agreement with a Consultant (except to conform any such Company Employee
Plan or Company Employee Agreement or any agreement with a Consultant to the requirements of any applicable Legal
Requirements). With respect to the Company Employee Plan: (i) there are no funded benefit obligations for which
contributions have not been made and there are no unfunded benefit obligations which have not been accounted for by
reserves, or otherwise properly reflected in accordance with GAAP, on the Company Financial Statements, other than
routine contribution obligations to be timely made in the normal course of business and consistent with past practice, and
(ii) all reports and disclosures relating to the Company Employee Plan required to be filed with or furnished to any
Governmental Entity have been filed or furnished in accordance with applicable law in a timely manner.
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