Exhibit 10.3
PERSONAL EMPLOYMENT AGREEMENT
THIS PERSONAL EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into
this February 2, 2012 by and between Orgenesis Ltd. (the "COMPANY"), and Prof.
Sarah Ferber (the "EMPLOYEE").
WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to
be employed by the Company, as of the Commencement Date (as such term is defined
hereunder); and
WHEREAS, the parties desire to state the terms and conditions of the Employee's
employment by the Company, as set forth below.
NOW, THEREFORE, in consideration of the mutual premises, covenants and other
agreements contained herein, the parties hereby agree as follows:
GENERAL
1. Position. The Employee shall serve in the position described in SCHEDULE A
attached hereto. The Employee shall report regularly and shall be subject
to the direction and control of the Company's Chief Executive Officer. The
Employee shall perform her duties diligently, conscientiously and in
furtherance of best interests of the Company and the Company's parent
corporation, Business Outsourcing Service Inc. (the "PARENT COMPANY") and
their success in accordance with the instructions of the Company's Board of
Directors. The Employee agrees and undertakes to inform the Company,
immediately after becoming aware of any matter that may in any way raise a
conflict of interest between the Employee and the Company. During her
employment by the Company, the Employee shall not receive any payment,
compensation or benefit from any third party in connection, directly or
indirectly, with her position in the Company; provided however,
notwithstanding anything to the contrary herein, it is hereby acknowledged
that the Employee is and shall continue to be employed by the Sheba Medical
Center and to lecture at the Tel Aviv University and that such activities
shall not be deemed a breach of any of the undertakings of the Employee
hereunder.
2. Scope of Employment. The Employee will be employed on a part time basis.
The Employee shall devote 50% of her entire business time and attention to
the business of the Company. Other than the Employee's position at Sheba
Medical Center and at the Tel Aviv University, Employee shall not undertake
or accept any other paid or unpaid employment or occupation or engage in
any other business or volunteer endeavors that will cause Employee to
breach her undertakings or obligations to the Company hereunder, without
the prior written consent of the Company.
3. Employee's Undertakings, Representations and Warranties.
3.1. The Employee represents and warrants that the execution and delivery
of this Agreement and the fulfillment of its terms: (i) will not
constitute a default under or conflict with any agreement or other
instrument to which she is a party or by which she is bound; and (ii)
do not require the consent of any person or entity. Further, with
respect to any past engagement of the Employee with third parties and
with respect to any permitted engagement of the Employee with any
third party during the term of her engagement with the Company (for
purposes hereof, such third parties shall be referred to as "OTHER
EMPLOYERS"), the Employee represents, warrants and undertakes that:
(a) her engagement with the Company is and/or will not be in breach of
any of her undertakings toward Other Employers, and (b) she will not
disclose to the Company, nor use, in provision of any services to the
Company, any proprietary or confidential information belonging to any
Other Employer.
3.2. The Employee acknowledges and agrees that all information technology
systems of the Company to which she shall have access are the sole and
exclusive property of the Company, and that all such systems are and
shall be monitored by the Company regularly, at its discretion.
Employee understands, acknowledges and agrees that she should have no
expectation of privacy in her use of such systems.
TERM AND TERMINATION OF EMPLOYMENT
4. Term. The Employee's employment by the Company shall commence on the date
set forth in SCHEDULE A (the "COMMENCEMENT DATE"), and shall continue until
it is terminated pursuant to the terms set forth herein.
5. Termination at Will. Either party may terminate the employment relationship
hereunder at any time by giving the other party a prior written notice as
set forth in SCHEDULE A (the "NOTICE PERIOD"), provided, however, that the
Company may not terminate the employment of the Employee prior to the full
vesting of the options detailed in Schedule A. It is clarified that, if the
Company is entitled to terminate the employment hereunder, it may terminate
the employment relationship with immediate effect upon a written notice to
Employee and payment to the Employee of a one time amount equal to the
Salary to which the Employee would have been entitled during the Notice
Period, in lieu of such prior notice. In addition, upon termination of the
employment by the Company the Company undertakes, following the termination
of the employment relations, to engage the employee as a consultant to the
Company, for a period of nine (9) month, with monthly fees equal to the
cost of employment hereunder and scope of services as shall be requested by
the Company from time to time, up to the scope of engagement hereunder. For
the avoidance of doubt, the consulting fees will be payable to the Employee
even if the Company decides not to use her services.
6. Termination for Cause. The Company may immediately terminate the employment
relationship for Cause, and such termination shall be effective as of the
time of notice of the same. "CAUSE" means (a) any willful failure to
perform or willful failure to perform competently any of the Company's
instructions or any of the Employee's fundamental functions or duties
hereunder which was not cured within 14 days following the delivery by the
Company of a written notice thereof; (b) engagement in willful misconduct
or acting in bad faith with respect to the Company which was not cured
within 14 days following the delivery by the Company of a written notice
thereof; or (c) conviction of a felony involving moral turpitude.
7. Notice Period; End of Relations. During the Notice Period and unless
otherwise determined by the Company in a written notice to the Employee,
the employment relationship hereunder shall remain in full force and
effect, the Employee shall be obligated to continue to discharge and
perform all of her duties and obligations with Company, and the Employee
shall cooperate with the Company and assist the Company with the
integration into the Company of the person who will assume the Employee's
responsibilities.
COVENANTS
8. Proprietary Information; Assignment of Inventions and Non-Competition. By
executing this Agreement and in partial consideration for the Salary (as
such term is defined hereunder), the Employee confirms and agrees to the
provisions of the Company's Proprietary Information, Assignment of
Inventions and Non-Competition Agreement attached as SCHEDULE B hereto.
SALARY AND ADDITIONAL COMPENSATION; INSURANCE; ADVANCED STUDY FUND
9. Salary. The Company shall pay to the Employee as compensation for the
employment services a salary in the gross amount set forth in SCHEDULE A
(the "SALARY"). Except as specifically set forth herein, the Salary
includes any and all payments to which the Employee is entitled from the
Company hereunder and under any applicable law, regulation or agreement.
The Salary is to be paid to the Employee in accordance with the Company's
normal and reasonable payroll practices, after deduction of applicable
taxes and like payments.
10. Position of Trust. The Employee agrees that Employee's position is one that
requires a special measure of personal trust and loyalty. Therefore, the
provisions of the Hours of Work and Rest Law-1951 shall not apply to the
Employee and the Employee shall not be entitled to any compensation for
working more than the maximum number of hours per week set forth in such
Law in addition to the compensation set forth in this Section 10.
11. Manager's Insurance
11.1.The Company shall contribute at the end of each month during the
employment of Employee hereunder, an aggregate amount equal to 13-1/3%
of the Salary for the preceding month to a Managers Insurance (Bituach
Menahalim) policy (the "POLICY") or 14-1/3% of the Salary to a
comprehensive pension plan ("PENSION PLAN"), as shall be decided by
the Employee, through an agency to be selected by the Company, to be
divided as follows: (i) 8 1/3% towards severance pay (the "COMPANY'S
SEVERANCE CONTRIBUTION"); and (ii) either (a) in the case of a Policy,
5% toward provident (compensation) payments, subject to deduction of
5% from the Employee's Salary as detailed below; or (b) in the case of
a Pension Plan, 6% toward provident (compensation) payments, subject
to deduction of 5.5% from the Employee's Salary, as detailed below. In
case the employee chooses a Policy, the Company shall pay a percentage
of the Salary required in order to insure 75% of the Salary (and in
any event no more than 2.5% of the Salary) towards loss of working
capacity disability insurance pursuant to the Company's disability
insurance. The Employee agrees that the Company shall deduct from the
Salary an amount equal to 5% or 5.5% of the Salary, as applicable, for
the preceding month, and shall pay such amount as premium payable in
respect of the provident compensation component of Policy or the
Pension Plan, as the case may be. In the event the Employee elects to
be insured under a combination of the Policy and Pension Plan, the
Employee may determine the allocation between the two, provided that,
in any event the Company's contributions will not exceed the maximum
amounts set forth above.
11.2.The Company undertakes to transfer the Policy or the Pension Plan, as
applicable, to the Employee within a reasonable time after termination
of the Employee's employment with the Company, whether terminated by
the Company or the Employee.
11.3.The Company's Severance Contributions will be in lieu of the
severance pay that the Employee will be entitled to in the event of
her termination, all in accordance with the provisions of Section 14
of the Severance Pay Law, 5723-1963. The Employee's signature on this
Agreement represents the Employee's agreement to the content of this
section. The Company waives in advance any right it may have in the
future for the return of the Company's Severance Contributions, or any
of them, unless:
11.3.1. The Employee's entitlement for severance pay has been deprived
by a judgment, under the provisions of sections 16 or 17 of the
Severance Pay Law, 5723-1963, and as long as it was so deprived;
or
11.3.2. The employee has withdrawn monies from the Policy or the
Pension Plan, as applicable, not in circumstances of death,
disability or retirement at the age of 60 or more.
A copy of the Order and Confirmation Regarding Payments of
Employers to the Policy and Pension Plan instead of Severance
Pay is attached as SCHEDULE C to this Agreement.
11.4.The Company's contribution to the Policy or the Pension Plan, as
applicable, shall be calculated solely based on the Salary, and the
Employee's entitlement to severance pay, if any, shall be calculated
solely based on the Salary and no other payment, right or benefit to
which the Employee is entitled under this Agreement or by law shall be
taken into account in such calculations.
12. Further Education Fund. The Company together with the Employee will
maintain a Further Education Fund ("KEREN HISHTALMUT"). Each month, the
Company shall contribute to such fund an amount equal to 7.5% of the Salary
and the Employee shall contribute to such fund an amount equal to 2.5% of
the Salary. All of the Employee's aforementioned contributions shall be
transferred to the fund by the Company by deducting such amounts from each
monthly Salary payment. Notwithstanding the aforesaid, the Employee may
instruct the Company in writing to contribute to such fund only the amount
that is tax exempted and to increase the Salary (and all related payments)
proportionately such that the aggregate cost to the Company for payments
made by it to the Employee shall remain the same as if the Company was
contributing the full amount to such fund.
ADDITIONAL BENEFITS
13. Expenses. The Company will reimburse the Employee for business expenses
borne by the Employee, provided that such expenses were expressly approved
in advance by the Company, and against valid invoices furnished by the
Employee to the Company.
14. Vacation. The Employee shall be entitled to the number of paid vacation
days during each year as set forth in SCHEDULE A, to be taken at times
subject to the reasonable approval of the Company. Up to such number of
unused vacation days as set forth in SCHEDULE A may be carried forward from
one year to the next and any such carried unused vacation day shall be
forfeited without any payment at the end of the second year. The Employee
shall not receive payment in lieu of any accrued and unused vacation days,
except in the context of her termination in accordance with applicable law.
15. Sick Leave; Recuperation Pay. The Employee shall be entitled to that number
of paid sick leave per year as set forth in SCHEDULE A (with unused days to
be accumulated up to the limit set pursuant to applicable law), and also to
Recuperation Pay ("DMEI HAVRA'A") pursuant to applicable law.
16. Additional Benefits. The Employee shall be entitled to additional benefits
as set forth in SCHEDULE A.
MISCELLANEOUS
17. The laws of the State of Israel shall apply to this Agreement and the sole
and exclusive place of jurisdiction in any matter arising out of or in
connection with this Agreement shall be the Tel-Aviv Regional Labor Court.
The provisions of this Agreement are in lieu of the provisions of any
collective bargaining agreement, and therefore, no collective bargaining
agreement shall apply with respect to the relationship between the parties
hereto (subject to the applicable provisions of law). No failure, delay of
forbearance of either party in exercising any power or right hereunder
shall in any way restrict or diminish such party's rights and powers under
this Agreement, or operate as a waiver of any breach or nonperformance by
either party of any terms of conditions hereof. In the event it shall be
determined under any applicable law that a certain provision set forth in
this Agreement is invalid or unenforceable, such determination shall not
affect the remaining provisions of this Agreement unless the business
purpose of this Agreement is substantially frustrated thereby. The preface
and schedules to this Agreement constitute an integral and indivisible part
hereof. This Agreement constitutes the entire understanding and agreement
between the parties hereto, supersedes any and all prior discussions,
agreements and correspondence with regard to the subject matter hereof, and
may not be amended, modified or supplemented in any respect, except by a
subsequent writing executed by both parties hereto. The Employee
acknowledges and confirms that all terms of the Employee's employment are
personal and confidential, and undertakes to keep such term in confidence
and refrain from disclosing such terms to any third party.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date
first hereinabove set forth.
ORGENESIS LTD. /s/ Prof Sarah Ferber
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By: /s/ Vered Caplan Prof. Sarah Ferber
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Title:
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SCHEDULE A
1. Name of Employee: Prof. Sarah Ferber
2. ID No. of Employee: 67278234
3. Address of Employee: 17B Hahaskala Street, Tel Aviv
4. Position in the Company: Chief Scientific Officer of the Company leading
the Company's research and development.
5. Commencement Date: February 2, 2012
6. Notice Period: 4 months
7. Salary: Gross amount of NIS 36,000. Upon the Parent
company consummating one or more equity
financings pursuant to which it receives an
aggregate of at least $1,000,000, the Salary
shall be increased to a gross amount of NIS
72,000, without any change to the scope of the
employment.
8. Vacation Days Per Year: 20 days
9. Maximum Accumulated Vacation
Days 90 days may be accumulated from prior years
10. Sick Leave Days Per Year: In accordance with applicable law
11. Options: As set forth in Schedule 1.
12. Travel Expenses: NIS 1,500 per month. Any travel expenses of
Employee outside of Israel that were
pre-approved by the Company shall be reimbursed
in full.
13. Phone Expenses: The Company shall provide the Employee with a
cellular phone and bear all related expenses.
(up to a cap of NIS $1,500 per month).
Schedule 1
Subject to the approval of the board of directors of the Parent Company of
an Employee Stock Option Plan, with such terms and conditions as such board may
approve in its sole discretion (the "PLAN") and of the grant of the Options (as
defined below), in its sole discretion, the Parent Company will grant the
Employee options (the "OPTION") under the Capital Gains Track of Section 102 of
the Israeli Tax Ordinance, with the following terms and conditions, subject to
the provisions of the Plan and to Employee signing on the Company's customary
Option Agreement and any and all other documents the Company may request its
employees to sign in connection with option grants:
1. Number of Shares subject to Option: 2,781,905 shares of common stock of the
Company, par value $0.001 each (as may
be adjusted due to stock split, reverse
stock split and the like).
2. Exercise Price: Equal to the par value of the Parent
Company's common stock, with a total
purchase price of $2,781.905.
3. Vesting: The Option will vest monthly over 12
months from the date hereof.
4. Miscellaneous: Any Option (whether vested or unvested)
that was not exercised into shares will
expire 90 days following the
termination of Employee's employment
with the Company (unless such
termination was for Cause in which case
they shall expire immediately upon such
termination), all as detailed in the
Plan.
5. Tax: All tax consequences arising from the
grant, exercise of the Options or the
payment of the exercise price of the
Options covered thereby shall be borne
solely by the Employee and the Company
shall withhold taxes according to the
requirements under the applicable laws,
rules, and regulations, including
withholding taxes at source.
SCHEDULE B
Name of Employee: Prof. Sarah Ferber
ID No. of Employee: 67278234
GENERAL
1. Capitalized terms herein shall have the meanings ascribed to them in the
Personal Employment Agreement to which this Schedule is attached (the
"AGREEMENT"). For purposes of any undertaking of the Employee toward the
Company, the term "Company" as used in this Schedule shall include the
Parent Company and any subsidiaries and affiliates of each of the Company
and the Parent Company. The Employee's obligations and representations and
the Company's rights under this Schedule shall apply as of the Commencement
Date, regardless of the date of execution of the Agreement.
CONFIDENTIALITY; PROPRIETARY INFORMATION
2. "PROPRIETARY INFORMATION" means confidential and proprietary information
concerning the business and financial activities of the Company, (including
without limitation patents, patent applications, trademarks, copyrights and
other intellectual property, and information relating to the same,
technologies and products (actual or planned), know how, inventions,
research and development activities, inventions, trade secrets and
industrial secrets, and also confidential commercial information including
investments, investors, employees, customers, suppliers, marketing plans,
etc.), whether documentary, written, oral, computer generated, or any other
form fixed or unfixed. For clarity and without limiting the foregoing,
Proprietary Information may be provided to the Employee by the Company;
additionally, Proprietary Information may arise from the services of the
Employee under the Agreement. Proprietary Information shall also include
information of the same nature which the Company may obtain or receive from
third parties, and it includes Company Inventions (as such term is defined
hereunder).
3. Proprietary Information shall not include information that (i) was known to
Employee prior to Employee's association with the Company, as evidenced by
written records; (ii) is or shall become part of the public knowledge
except as a result of the breach of the Agreement or this Schedule by
Employee; or (iii) is or becomes available to the Employee on a
non-confidential basis from a source other than the Company, unless the
Employee knows or should reasonably know that such source is prohibited
from disclosing the information to the Employee by a contractual, fiduciary
or other legal obligation to the Company. Notwithstanding anything to the
contrary herein, any information obtained by the Employee in connection
with the services she provides to the Sheba Medical Center shall not be
subject to the provisions of Sections 2 - 6 herein, but shall be subject to
the terms and conditions of Employee's agreement with Sheba Medical Center.
4. Employee recognizes that the Company received and will receive confidential
or proprietary information from third parties, subject to a duty on the
Company's part to maintain the confidentiality of such information and to
use it only for certain limited purposes. In connection with such duties,
such information shall be deemed Proprietary Information hereunder, MUTATIS
MUTANDIS.
5. Employee agrees that all Proprietary Information, which includes all
patents, trademarks, copyrights and other intellectual property and
ownership rights in connection therewith, shall be the sole property of the
Company its subsidiaries and their assigns (except as expressly provided
herein). At all times, both during the employment relationship and after
the termination of the engagement between the parties, Employee will keep
in confidence and trust all Proprietary Information, and will not use or
disclose any Proprietary Information or anything relating to it without the
written consent of the Company or its subsidiaries, except as may be
necessary in the ordinary course of performing Employee's duties under the
Agreement.
6. Upon termination of Employee's engagement with the Company, Employee will
promptly deliver to the Company all documents and materials of any nature
pertaining to Employee's engagement with the Company, and will not take
with her any documents or materials or copies thereof containing any
Proprietary Information.
DISCLOSURE AND ASSIGNMENT OF INVENTIONS
7. "INVENTIONS" means any and all inventions, improvements, designs, concepts,
techniques, methods, systems, processes, know how, works, computer software
programs, databases, mask works and trade secrets, whether or not
patentable, copyrightable or protectable as trade secrets; "COMPANY
INVENTIONS" means any Inventions that are made or conceived or first
reduced to practice or created by Employee, whether alone or jointly with
others, during the period of Employee's engagement with the Company, and
which are: (i) developed using equipment, supplies, facilities or
Proprietary Information of the Company, (ii) result from work performed by
Employee for the Company, or (iii) related to the field of business of the
Company, or to current or anticipated research and development.
8. Employee undertakes and covenants she will promptly disclose in confidence
to the Company all Company Inventions. The Employee agrees and undertakes
not to disclose to the Company any confidential information of any third
party and, in the framework of her employment by the Company, not to make
any use of any intellectual property rights of any third party except as
expressly directed by the Company, or without the prior written consent of
the Company .
9. Employee hereby irrevocably transfers and assigns to the Company all right,
title and interest in and to all rights in any Company Invention, and any
and all moral rights that she may have in or with respect to any Company
Invention; provided however that notwithstanding anything to the contrary
herein, the ownership of all Inventions shall be as set forth under that
certain License Agreement between Tel Hashomer - Medical Research,
Infrastructure and Services Ltd., and the Company dated February 2, 2011
(the "LICENSE AGREEMENT").
10. Employee agrees to assist the Company, subject to the License Agreement and
at the Company's expense, in every proper way to obtain for the Company and
enforce patents, copyrights, mask work rights, and other legal protections
for the Company's rights in the Company Inventions in any and all
countries. Employee will execute any documents that the Company may
reasonably request for use in obtaining or enforcing such patents,
copyrights, mask work rights, trade secrets and other legal protections.
Such obligation shall continue beyond the termination of Employee's
engagement with the Company. Employee hereby irrevocably designates and
appoints the Company and its authorized officers and agents as Employee's
agent and attorney in fact, coupled with an interest to act for and on
Employee's behalf and in Employee's stead to execute and file any document
needed to apply for or prosecute or enforce any patent, copyright,
trademark, trade secret, any applications regarding same or any other right
or protection relating to any Proprietary Information (including Company
Inventions) that under this Agreement and the License Agreement are the
property of the Company, and to do all other lawfully permitted acts to
further the Company's rights with respect to the prosecution and issuance
and enforcement of patents, copyrights, trademarks, trade secrets or any
other right or protection of the Company's rights relating to any
Proprietary Information (including Company Inventions) that under this
Agreement and the License Agreement are the property of the Company, with
the same legal force and effect as if executed by Employee herself.
11. Without derogating from the above, the Employee shall not be entitled to
any monetary or other consideration, whether in the form of royalties or
otherwise, with respect to the transfer and assignment contemplated herein,
including the payment of any consideration pursuant to Section 134 of the
Israeli Patent Law, 1967, and hereby waives any rights she may have with
respect thereto.
NON-COMPETITION
12. In consideration of Employee's terms of employment hereunder, which include
special compensation for her undertakings under this Section 12 and the
following Section 13, and in order to enable the Company to effectively
protect its Proprietary Information, Employee agrees and undertakes that
she will not, so long as the Agreement is in effect and for a period of
twelve (12) months following termination of the Agreement, for any reason
whatsoever, directly or indirectly, in any capacity whatsoever, engage in,
become financially interested in, be employed by, or have any connection
with any business or venture that is engaged in any activities competing
with the activities of the Company.
13. Employee agrees and undertakes that during the employment relationship and
for a period of twelve (12) months following termination of this engagement
for whatever reason, Employee will not, directly or indirectly, including
personally or in any business in which Employee may be an officer, director
or shareholder, solicit for employment any person who is employed by the
Company, or any person retained by the Company as a consultant, advisor or
the like who is subject to an undertaking towards the Company to refrain
from engagement in activities competing with the activities of the Company
(for purposes hereof, a "CONSULTANT"), or was retained as an employee or a
Consultant during the six months preceding termination of Employee's
employment with the Company.
Notwithstanding anything to the contrary herein, it is hereby acknowledged
that the Employee is and shall continue to be employed by the Sheba Medical
Center and to lecture at the Tel Aviv University and that such activities
and any other services the Employee provides to hospitals, non-profit
organizations or in the world of academia shall not be deemed a breach of
any of the undertakings of the Employee hereunder, including Sections 12
and 13 above.
REASONABLENESS OF PROTECTIVE COVENANTS
14. Insofar as the protective covenants set forth in this Schedule are
concerned, Employee specifically acknowledges, stipulates and agrees as
follows: (i) the protective covenants are reasonable and necessary to
protect the goodwill, property and Proprietary Information of the Company,
and the operations and business of the Company; and (ii) the time duration
of the protective covenants is reasonable and necessary to protect the
goodwill and the operations and business of Company, and does not impose a
greater restrain than is necessary to protect the goodwill or other
business interests of the Company. Nevertheless, if any of the restrictions
set forth in this Schedule is found by a court having jurisdiction to be
unreasonable or overly-broad as to geographic area, scope or time or to be
otherwise unenforceable, the parties hereto intend for the restrictions set
forth in this Schedule to be reformed, modified and redefined by such court
so as to be reasonable and enforceable and, as so modified by such court,
to be fully enforced.
REMEDIES FOR BREACH
15. Employee acknowledges that the legal remedies for breach of the provisions
of this Schedule may be found inadequate and therefore agrees that, in
addition to all of the remedies available to Company in the event of a
breach or a threatened breach of any of such provisions, the Company may
also, in addition to any other remedies which may be available under
applicable law, obtain temporary, preliminary and permanent injunctions
against any and all such actions.
INTENT OF PARTIES
16. Employee recognizes and agrees: (i) that this Schedule is necessary and
essential to protect the business of Company and to realize and derive all
the benefits, rights and expectations of conducting Company's business;
(ii) that the area and duration of the protective covenants contained
herein are in all things reasonable; and (iii) that good and valuable
consideration exists under the Agreement, for Employee's agreement to be
bound by the provisions of this Schedule.
17. Employee's undertakings set forth in this Schedule B shall remain in full
force and effect after termination of the Agreement or any renewal thereof,
for any reason whatsoever, provided, however, that the provisions of
Sections 12 and 13 shall in full force and effect only in the period of
time detailed therein.
Orgenesis Ltd. /s/ Sarah Ferber
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By: /s/ Vered Caplan Prof. Sarah Ferber
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Title:n
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SCHEDULE C
ORDER AND CONFIRMATION REGARDING PAYMENTS OF EMPLOYERS TO PENSION FUNDS
AND INSURANCE FUNDS INSTEAD OF SEVERANCE PAY