Incredimail 2012 Annual Report Download - page 263

(n) Labor Relations
. The Company and the Israeli Subsidiary have good labor relations, and,
except as set forth in Schedule 2.11 (n) of the Company Disclosure Letter, to the Company’
s and the Israeli Subsidiary's
knowledge (i) there are no facts indicating that the consummation of the Transactions will have a material adverse effect
on the labor relations of any of the Company or the Israeli Subsidiary, and (ii) no Company Employees or Consultants
have notified the Company or the Israeli Subsidiary with respect to his or her intention to terminate his or her employment
or engagement with the Company or the Israeli Subsidiary.
(o) Company Options . Except as set forth in Schedule 2.11(o)
of the Company Disclosure Letter,
all Company Options granted by the Company and the Israeli Subsidiary to its directors, officers and employees in Israel
were granted under employee option plans approved by the Israeli Tax authorities under Section 102(b). Except as set
forth in Schedule 2.11(o)
of the Company Disclosure Letter the Company has complied with all requirements of such
Section 102(b) and the regulations promulgated thereunder in all respects.
(p) Consultants . Schedule 2.11(p)
of the Company Disclosure Letter accurately sets forth, with
respect to each current Consultant providing services of the nature of "personal services" directly or via an entity: (i) the
name of such Consultant, title, and the date as of which such Consultant was originally engaged by the Company or the
Israeli Subsidiary, (ii) any compensation payable to such Consultant including fees, consideration, compensation payable
pursuant to bonus, deferred compensation or commission arrangements, (iii) whether any of such Consultant is not fully
available to perform work because of disability or other leave (and the basis of such disability or other leave) and (iv) any
promises or commitments made to such Consultant, whether in writing or not, with respect to any future changes or
additions to their compensation or benefits. Except as set forth on Schedule 2.11(p)
of the Company Disclosure Letter all
Consultants and former Consultants are and were rightly classified as independent contractors and would not reasonably
be expected to be misclassified by the courts or any other authority as employees of the Company or the Israeli
Subsidiary. No Consultant or former Consultant is entitled to any rights under the applicable labor law. All the current
and former Consultants have received all their rights to which they are and were entitled to according to any applicable
law or agreement with the Company or the Israeli Subsidiary. Except as set forth in Schedule 2.11(p)
of the Company
Disclosure Letter, each current Consultant’
s agreement or engagement with the Company or the Israeli Subsidiary can be
terminated immediately and with no more than 30 days prior notice. Except as set forth in Schedule 2.11(p)
of the
Company Disclosure Letter, neither the Company nor the Israeli Subsidiary engage manpower employees.
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