Common use of Benefits Changes Clause in Contracts

Benefits Changes. Except as required under the terms of any Company Plan as in effect on the date of this Agreement, the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay any new severance benefits or entitlements to, any current or former Company Employee, non-employee director or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay or commit to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director or other individual service provider (other than advances of expenses to any director or officer of the Company in connection with advancement obligations in effect on the date of this Agreement); (iii) establish, adopt, or enter into any Company Plan or any plan, program, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employee, non-employee director or other individual service provider; (iv) amend, modify or terminate any existing Company Plan; (v) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employee, non-employee director or other individual service provider; (vi) renew or enter into any modification of any collective bargaining agreement or implement or announce any reduction in labor force; (vii) provide any funding for any rabbi trust or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broad-based Company Plans are made or the basis on which such contributions are determined.

Benefits Changes. Except The Company shall not, and shall not permit any of its Subsidiaries to, (i) increase the compensation or benefits of any director, officer, any other employee, consultant or other service provider (except for such increases that are contractually required or are in the ordinary course of business), (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan other than as required under by applicable Law, (iii) enter into or amend any agreement with any director, officer or employee, other than the renewal of contracts which expire in accordance with their terms prior to the Effective Time which may be renewed on substantially the same terms (including any change permitted by clause (i) hereof) for a period of (x) in the case of any such contract without a specified renewal period, not more than two (2) years from the date of such expiration so long as such renewal does not obligate the Company to pay severance benefits greater than the severance benefits that the employee would have last received absent the renewal or (y) in the case of any such contract providing for a minimum renewal period, the minimum renewal period provided for therein, (iv) enter into or amend consulting agreements with any individuals providing non-professional services as independent contractors or consultants to the Company or any of its Subsidiaries providing for payments in the aggregate in excess of $2.5 million, (v) accelerate the payment of compensation or benefits to any director, officer, employee, consultant or other service provider except pursuant to the terms of any Company Plan as in effect agreement existing on the date of this Agreement, (vi) except as otherwise permitted by this Section 6.1(p), enter into or amend any employment, severance, retention, termination, change of control or similar agreement or arrangement with any director, officer, employee, consultant or other service provider of the Company shall not, and shall cause each or any of its Subsidiaries Subsidiaries, (excluding GCI Spincovii) grant any stock option or other equity or incentive awards to any director, GCI and their respective Subsidiaries officer, employee, consultant or other service provider or (viii) make any loans to any of its officers, directors, employees, Affiliates, consultants or other service provider or make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise, other than advances to employees in the ordinary course of business. Notwithstanding the foregoing, the Company may (A) grant or pay retention bonuses pursuant to the extent Retention Bonus Plan up to an aggregate maximum amount not to exceed $5 million, (B) grant or pay bonuses for calendar year 2004 and pro-rated bonuses for the portion of calendar year 2005 for the period beginning January 1, 2005 through the Closing Date, in each case in accordance with the Performance Measures and Bonus Targets (as such terms are defined in the Incentive Plan) established for the 2004 Performance Period (as such term is defined in the Incentive Plan); provided that any such actions would not result the methodology for determining the Performance Goals established for the 2005 Performance Period shall be no more favorable to employees than the methodology for determining the Performance Goals established for the 2004 Performance Period, (C) hire employees to fill the open positions set forth in any Liability Section 6.1(p)(C) of the Company Disclosure Schedule, which employees shall be entitled to Parentparticipate in the Employee Security Plans, (D) hire employees to replace current employees on the payroll of the Company or any of its Subsidiaries prior to the Effective Time, which replacement employees shall be entitled to participate in the Employee Security Plans (other than GCI and its Subsidiaries)) not to: (i) provided that there is no increase or commit to increase in the compensation or benefits of, or grant, pay or commit to grant or pay any new net severance benefits or entitlements to, any current or former Company Employee, non-employee director or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay or commit to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director or other individual service provider (other than advances of expenses to any director or officer obligation of the Company in the event of a termination of such replacement employee) and (E) hire additional employees in connection with advancement obligations the Company’s new home video initiative in effect on accordance with the date of this Agreement); (iii) establish, adopt, or enter into any Company Plan or any plan, program, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, or other compensation or benefit agreement, business plan or arrangement for the benefit home video initiative provided to Newco on September 13, 2004 (provided that the aggregate severance obligation in connection with the termination of any current or former Company Employee, non-employee director or other individual service provider; (iv) amend, modify or terminate any existing Company Plan; (v) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employee, non-employee director or other individual service provider; (vi) renew or enter into any modification of any collective bargaining agreement or implement or announce any reduction in labor force; (vii) provide any funding for any rabbi trust or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broad-based Company Plans are made or the basis on which such contributions are determinedemployees shall not exceed $5 million).

Benefits Changes. Except as set forth on Section 5.1(h) of the Company Disclosure Letter or as required under the terms of by any Company Plan listed on Section 3.15(a) of the Company Disclosure Letter (as such plan is in effect on the date of this Agreement), the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)) not to: , (iA) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay make any new severance benefits or entitlements loans to, any current director, officer, employee, consultant or former other service provider or increase the compensation expense of the Company Employeeand its Subsidiaries taken as a whole, except for annual merit-based base pay increases to employees of the Company and its Subsidiaries who are non-employee director executive officers in the ordinary course of business consistent with past practice and that do not exceed five percent (5%) in the aggregate, (B) grant, provide or increase any bonus, severance, change of control or retention payments or benefits to any director, officer, employee, consultant or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay issue, or commit to grant modify any equity or pay equity-based awards that may be settled in any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director capital stock or other individual service provider (other than advances of expenses to any director equity interests or officer securities of the Company in connection with advancement obligations in effect on the date or any of this Agreement); its Subsidiaries, (iiiC) establish, adopt, adopt or enter into any Company Plan or any plannew collective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (ivD) amend, modify or terminate amend any existing Company Plan; , or amend the Company Incentive Plan, except as may be required to comply with applicable Laws, (vE) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (viF) hire any employee or officer with an annual base salary in excess of $150,000, or terminate any employee or, without prior consultation with Parent, officer of the Company or any of its Subsidiaries other than for “just cause” (as determined in the ordinary course of business consistent with past practice), or (G) without prior consultation with Parent, renew or enter into any modification modifications of any collective bargaining agreement or other labor agreement or implement or announce any material reduction in labor force; (vii) provide any funding for any rabbi trust force or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broadmass lay-based Company Plans are made or the basis on which such contributions are determinedoffs.

Benefits Changes. Except as set forth on Section 5.1(a)(viii) of the Company Disclosure Letter, as required under by applicable Law or as required (without discretion) by the terms of any Company Plan as in effect on the date of this AgreementPlan, the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or permit any of its Subsidiaries to, (other than GCI and its Subsidiaries)A) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay make any loans (of money or commit to grant or pay any new severance benefits or entitlements other property) to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (iiB) make grant, provide, or forgive increase any loans bonus, severance, change of control or advances toretention payments or benefits to any current or former director, officer, employee, consultant or other service provider, or grant, pay issue, or commit modify any equity or equity-based awards to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider (that may be settled in any capital stock or other than advances of expenses to any director equity interests or officer securities of the Company in connection with advancement obligations in effect on the date or any of this Agreement); its Subsidiaries, (iiiC) establish, adopt, adopt or enter into any Company Plan or any plancollective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, retention or other compensation or benefit agreement, plan or arrangement or other Company Plan (including any Contract that would be a Company Plan if it were in existence as of the date of this Agreement) for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (ivD) amend, modify or terminate amend any existing Company Plan; (v) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employee, non-employee director or other individual service provider; (vi) renew or enter into any modification of any collective bargaining agreement or implement or announce any reduction in labor force; (vii) provide any funding for any rabbi trust or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAPto comply with applicable Laws, materially (E) accelerate the vesting or enhance or secure in any way the payment or amount of compensation or benefits (including bonus, severance, change of control or retention payments or benefits) or otherwise accelerate any rights under any Company Plan for any current or former director, officer, employee, consultant or other service provider, except as required (without discretion) pursuant to the manner in which contributions to terms of any broad-based Company Plans are made Plan, (F) hire or terminate any executive officer or any employee (x) at the basis on which such contributions are determined.Vice President level or above or (y) whose annual compensation exceeds $300,000, other than a termination for “cause” (after notifying Parent) or

Benefits Changes. Except as set forth on Section 5.1(a)(viii) of the Company Disclosure Letter, as required under by applicable Law or as required (without discretion) by the terms of any Company Plan as in effect on the date of this AgreementPlan, the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or permit any of its Subsidiaries to, (other than GCI and its Subsidiaries)A) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay make any loans (of money or commit to grant or pay any new severance benefits or entitlements other property) to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (iiB) make grant, provide, or forgive increase any loans bonus, severance, change of control or advances toretention payments or benefits to any current or former director, officer, employee, consultant or other service provider, or grant, pay issue, or commit modify any equity or equity-based awards to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider (that may be settled in any capital stock or other than advances of expenses to any director equity interests or officer securities of the Company in connection with advancement obligations in effect on the date or any of this Agreement); its Subsidiaries, (iiiC) establish, adopt, adopt or enter into any Company Plan or any plancollective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, retention or other compensation or benefit agreement, plan or arrangement or other Company Plan (including any Contract that would be a Company Plan if it were in existence as of the date of this Agreement) for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (ivD) amend, modify or terminate amend any existing Company Plan; (v) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employee, non-employee director or other individual service provider; (vi) renew or enter into any modification of any collective bargaining agreement or implement or announce any reduction in labor force; (vii) provide any funding for any rabbi trust or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAPto comply with applicable Laws, materially (E) accelerate the vesting or enhance or secure in any way the payment or amount of compensation or benefits (including bonus, severance, change of control or retention payments or benefits) or otherwise accelerate any rights under any Company Plan for any current or former director, officer, employee, consultant or other service provider, except as required (without discretion) pursuant to the manner in which contributions to terms of any broad-based Company Plans are made Plan, (F) hire or terminate any executive officer or any employee (x) at the basis on which such contributions are determined.Vice President level or above or (y) whose annual compensation exceeds $300,000, other than a termination for “cause” (after notifying Parent) or (G) engage or terminate any independent contractor whose annual compensation exceeds $300,000, other than a termination for “cause” (after notifying Parent);

Benefits Changes. Except as set forth on Section 5.1(a)(viii) of the Company Disclosure Letter, as required under applicable Law or the terms of any Company Plan as Plan, or in effect on the date ordinary course of this Agreementbusiness consistent with past practice with respect to any Company Employee who is not a Key Employee, the Company shall not, and shall cause each of its Subsidiaries not to, (excluding GCI SpincoA) materially increase the compensation or benefits of, GCI and their respective Subsidiaries or make any loans to, any Company Employee or non-employee director, (B) grant, provide, or increase any bonus, severance, change of control or retention payments or benefits to the extent any Company Employee or non-employee director, or grant, issue, or modify any equity or equity-based awards to any Company Employee or non-employee director that any such actions would not result may be settled in any Liability to Parent, capital stock or other equity interests or securities of the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)provided that Parent’s consent for any action taken by the Company pursuant to this Section 5.1(a)(viii)(B) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay any new severance benefits or entitlements to, any current or former Company Employee, non-employee director or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay or commit to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director or other individual service provider (other than advances of expenses with respect to any director Key Employee may not to be unreasonably withheld, conditioned or officer of the Company in connection with advancement obligations in effect on the date of this Agreementdelayed); , (iiiC) establish, adopt, or enter into any Company Plan or any plannew collective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employee, Employee or non-employee director director, (D) materially amend or other individual service provider; (iv) amend, materially modify or terminate any existing Company Plan; , (vE) accelerate the timing of vesting or payment of compensation or benefits to any current Company Employee or former Company Employee, non-employee director director, (F) hire any new Company Employee (which, for the avoidance of doubt, excludes any Company Employee who would be a Key Employee), consultant or other individual service provider; , or terminate any Key Employee other than for “cause” (vias determined in the ordinary course of business consistent with past practice), or (G) renew or enter into any material modification of any collective bargaining labor agreement or implement or announce any material reduction in labor force; (vii) provide any funding for any rabbi trust force or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broadmass lay-based Company Plans are made or the basis on which such contributions are determinedoffs.

Benefits Changes. Except as set forth on Section 5.1(h) of the Company Disclosure Letter or as required under the terms of by any Company Plan listed on Section 3.15(a) of the Company Disclosure Letter (as such plan is in effect on the date of this Agreement), the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)) not to: , (i) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay make any new severance benefits or entitlements loans to, any current director, officer, employee, consultant or former other service provider or increase the compensation expense of the Company Employeeand its Subsidiaries taken as a whole, except for annual merit-based base pay increases to employees of the Company and its Subsidiaries who are non-employee director or other individual service provider; executive officers in the ordinary course of business consistent with past practice and that do not exceed three percent (3%) in the aggregate, (ii) make grant, provide or forgive increase any loans bonus, severance, change of control or advances toretention payments or benefits to any director, officer, employee, consultant or other service provider, or grant, pay issue, or commit to grant modify any equity or pay equity-based awards that may be settled in any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director capital stock or other individual service provider (other than advances of expenses to any director equity interests or officer securities of the Company in connection with advancement obligations in effect on the date or any of this Agreement); its Subsidiaries, (iii) establish, adopt, adopt or enter into any Company Plan or any plannew collective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, severance, employment, retention or other compensation or benefit agreement, plan or arrangement or other Company Plan (including any Contract that would be a Company Plan if it were in existence as of the date of this Agreement) for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (iv) amend, modify renew, extend or terminate or waive, release, assign or create or incur any Encumbrance (other than Permitted Encumbrances) upon any rights under, any Company Plan or existing Company Incentive Plan; , except as may be required to comply with applicable Laws, (v) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (vi) hire any employee or executive officer with an annual base salary in excess of $150,000 (unless such new hire is to replace an employee or executive officer who has terminated or will terminate employment and the new hire’s total direct target compensation does not exceed 105% of that of the departed employee or executive officer as of immediately prior to his or her termination of employment), or terminate any executive officer of the Company or any of its Subsidiaries other than for “cause” (as determined in the ordinary course of business consistent with past practice), or (vii) without prior consultation with Parent, renew or enter into any modification modifications of any collective bargaining Bargaining Agreement or other labor agreement or implement or announce any material reduction in labor force; (vii) provide any funding for any rabbi trust force or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broadmass lay-based Company Plans are made or the basis on which such contributions are determinedoffs.

Benefits Changes. Except as set forth on Section 5.1(a)(viii) of the Company Disclosure Letter, as required under by applicable Law, as required by the terms of any Company Incentive Plan as in effect on as of the date of this Agreementhereof, the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or permit any of its Subsidiaries to, (other than GCI and its Subsidiaries)A) not to: (i) increase or commit to materially increase the compensation or benefits of, or grant, pay or commit to grant or pay make any new severance benefits or entitlements loans to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (iiB) make grant, provide, or forgive increase any loans bonus, severance, change of control, transaction bonus, or advances toretention payments or benefits to any director, officer, employee, consultant or other service provider, or grant, pay issue, or commit modify any equity or equity-based awards to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider (that may be settled in any capital stock or other than advances of expenses to any director equity interests or officer securities of the Company in connection with advancement obligations in effect on the date or any of this Agreement); its Subsidiaries, (iiiC) modify, extend, establish, adopt, adopt or enter into any Company Plan or any plannew collective bargaining, programlabor, policybonus, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, transaction bonus, retention, welfare or other benefit or compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; provider or their respective beneficiaries, (ivD) amend, modify terminate or terminate materially amend any existing Company Plan; , except as may be required to comply with applicable Laws, (vE) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , except as required (viwithout discretion) renew or enter into pursuant to the terms of the Company Plans, and except for any modification acceleration in connection with the cessation of any collective bargaining agreement Person’s employment with the Company or implement any of its Subsidiaries, to the extent that such acceleration is not inconsistent with past practice), (F) hire or announce any reduction in labor force; (vii) provide any funding for any rabbi trust or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at with annual base compensation in excess of $250,000 or above the level of vice president; (xG) take implement any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require employee layoffs requiring notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broad-based Company Plans are made or the basis on which such contributions are determined.Act;

Benefits Changes. Except (x) as set forth on Section 5.1(a)(ix)-1 of the Company Disclosure Letter, (y) as required under by any Company Plan listed on Section 3.15(a) of the Company Disclosure Letter or (z) as required by any Company Plan entered into following the date hereof as permitted by the terms of any Company Plan as in effect on the date of this AgreementSection 5.1(a)(ix), the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or permit any of its Subsidiaries to, (other than GCI and its Subsidiaries)A) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay make any new severance benefits or entitlements loans to, any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay or commit to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director or other individual service provider (other than advances of expenses to any director or officer increase the compensation expense of the Company and its Subsidiaries, except for (1) annual merit-based and promotion-based base pay increases for employees of the Company and its Subsidiaries who are non-executive officers in connection the ordinary course of business consistent with advancement obligations past practice that do not exceed five percent (5%) in effect the aggregate and (2) customary year-end bonus awards granted in the ordinary course of business consistent with past practice, in accordance with Company Plans, subject to the limitations set forth on Section 5.1(a)(ix)-2 of the date of this Agreement); Company Disclosure Letter, (iiiB) establish, adopt, or enter into any Company Plan or any plannew, programcollective bargaining, policybonus, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (ivC) amend, modify other than in immaterial respects that do not increase the benefits or terminate the annual cost of providing benefits under, any existing Company Plan; , except as may be required to comply with applicable Laws, (vD) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider, except as required (without discretion) pursuant to the terms of the Company Plans (except for any acceleration of Company Equity Awards in connection with the cessation of any Person’s employment with the Company or any of its Subsidiaries (other than any Person who is a “named executive officer” as described in the Company’s proxy statement for the 2015 annual meeting of stockholders) to the extent that such acceleration is not inconsistent with ordinary course past practice), (E) hire any new officer, employee, consultant or other service provider; provided that the Company shall be permitted to (vi1) renew hire employees with an annual base salary below $200,000 in the ordinary course of business consistent with past practice and (2) take the actions as set forth on Section 5.1(a)(ix)-3 of the Company Disclosure Letter; or enter into any modification of any collective bargaining agreement or implement or announce any reduction in labor force; (vii) provide any funding for any rabbi trust or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ixF) terminate (any employee or officer of the Company or any of its Subsidiaries other than for “just cause” (as determined in the ordinary course of business consistent with past practices) any employee at or above (except as set forth on Section 5.1(a)(ix)-3 of the level of vice presidentCompany Disclosure Letter); provided, however, that nothing in this Section 5.1(a)(ix) shall prohibit (x) take the Company from adopting a retention plan on terms set forth on Section 5.1(a)(ix)-4 of the Company Disclosure Letter or (y) the Company or any action of its Subsidiaries from entering into Contracts with talent and/or other production personnel in the ordinary course consistent with past practice; provided that the Company shall reasonably and meaningfully consult with Parent prior to entering into any Contract with talent and/or production personnel that constitutes an overhead deal that would constitute a “Mass Layoff” result in annual overhead expenses less than or “Plant Closing” within equal to $250,000 individually, or $1 million in the meaning aggregate, and except as set forth on Section 5.1(a)(ix)-5 of the WARN Act Company Disclosure Letter, any such Contracts in excess of such amounts shall require Parent’s prior consent (which consent shall not be unreasonably withheld, conditioned or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broad-based Company Plans are made or the basis on which such contributions are determined.delayed);

Benefits Changes. Except as set forth on ‎Section 5.1(a)(viii) of the Company Disclosure Letter, as required under applicable Law or the terms of any Company Plan as Plan, or in effect on the date ordinary course of this Agreementbusiness consistent with past practice with respect to any Company Employee who is not a Key Employee, the Company shall not, and shall cause each of its Subsidiaries not to, (excluding GCI SpincoA) materially increase the compensation or benefits of, GCI and their respective Subsidiaries or make any loans to, any Company Employee or non-employee director, (B) grant, provide, or increase any bonus, severance, change of control or retention payments or benefits to the extent any Company Employee or non-employee director, or grant, issue, or modify any equity or equity-based awards to any Company Employee or non-employee director that any such actions would not result may be settled in any Liability to Parent, capital stock or other equity interests or securities of the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)provided that Parent’s consent for any action taken by the Company pursuant to this Section 5.1(a)(viii)(B) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay any new severance benefits or entitlements to, any current or former Company Employee, non-employee director or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay or commit to grant or pay any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director or other individual service provider (other than advances of expenses with respect to any director Key Employee may not to be unreasonably withheld, conditioned or officer of the Company in connection with advancement obligations in effect on the date of this Agreementdelayed); , (iiiC) establish, adopt, or enter into any Company Plan or any plannew collective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employee, Employee or non-employee director director, (D) materially amend or other individual service provider; (iv) amend, materially modify or terminate any existing Company Plan; , (vE) accelerate the timing of vesting or payment of compensation or benefits to any current Company Employee or former Company Employee, non-employee director director, (F) hire any new Company Employee (which, for the avoidance of doubt, excludes any Company Employee who would be a Key Employee), consultant or other individual service provider; , or terminate any Key Employee other than for “cause” (vias determined in the ordinary course of business consistent with past practice), or (G) renew or enter into any material modification of any collective bargaining labor agreement or implement or announce any material reduction in labor force; (vii) provide any funding for any rabbi trust force or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broadmass lay-based Company Plans are made or the basis on which such contributions are determinedoffs.

Benefits Changes. Except as required under the terms of any Company Plan as in effect on the date of this Agreement, the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries not to the extent that any such actions would not result in any Liability to Parent, the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)) not to: (i) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay any new severance benefits or entitlements to, any current Company Employee or former Company Employee, non-employee director or director, other individual service providerthan in the Ordinary Course Consistent with Past Practice; (ii) make or forgive any loans or advances to, or grant, pay or commit to grant or pay any new transaction, retention or change-in-control entitlement to, any current Company Employee or former Company Employee, non-employee director or other individual service provider (other than advances of expenses to any director or officer of the Company in connection with advancement obligations in effect on the date of this Agreement); (iii) establish, adopt, or enter into any Company Plan or any plan, program, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based like compensation, or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employee, Employee or non-employee director that is not otherwise provided for in this Section 5.1(h), other than in the Ordinary Course Consistent with Past Practice or other individual service providerthe cost of which are not material; (iv) amend, materially amend or modify or terminate any existing Company Plan, other than in the Ordinary Course Consistent with Past Practice; (v) accelerate the timing of vesting or payment of compensation or benefits to any current Company Employee or former Company Employee, non-employee director or other individual service providerdirector; (vi) renew or enter into any modification of any collective bargaining agreement or implement or announce any reduction in labor force, other than in the Ordinary Course Consistent with Past Practice; (vii) provide any funding for any rabbi trust or similar arrangement; or (viii) hire, engage or promote hire any new employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at vacant or above in the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broad-based Company Plans are made or the basis on which such contributions are determinedOrdinary Course Consistent with Past Practice.

Benefits Changes. Except as set forth on Section 5.1(h) of the Company Disclosure Letter or as required under the terms of by any Company Plan listed on Section 3.15(a) of the Company Disclosure Letter (as such plan is in effect on the date of this Agreement), the Company shall not, and shall cause each of its Subsidiaries (excluding GCI Spinco, GCI and their respective Subsidiaries to the extent that any such actions would not result in any Liability to Parent, the Company or any of its Subsidiaries (other than GCI and its Subsidiaries)) not to: , (iA) increase or commit to increase the compensation or benefits of, or grant, pay or commit to grant or pay make any new severance benefits or entitlements loans to, any current director, officer, employee, consultant Table of Contents or former other service provider or increase the compensation expense of the Company Employeeand its Subsidiaries taken as a whole, except for annual merit-based base pay increases to employees of the Company and its Subsidiaries who are non-employee director executive officers in the ordinary course of business consistent with past practice and that do not exceed five percent (5%) in the aggregate, (B) grant, provide or increase any bonus, severance, change of control or retention payments or benefits to any director, officer, employee, consultant or other individual service provider; (ii) make or forgive any loans or advances to, or grant, pay issue, or commit to grant modify any equity or pay equity-based awards that may be settled in any transaction, retention or change-in-control entitlement to, any current or former Company Employee, non-employee director capital stock or other individual service provider (other than advances of expenses to any director equity interests or officer securities of the Company in connection with advancement obligations in effect on the date or any of this Agreement); its Subsidiaries, (iiiC) establish, adopt, adopt or enter into any Company Plan or any plannew collective bargaining, programbonus, policy, practice, agreement or arrangement that would be a Company Plan if in effect on the date of this Agreement, including any new pension, other retirement, deferred compensation, equity or equity-based compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (ivD) amend, modify or terminate amend any existing Company Plan; , or amend the Company Incentive Plan, except as may be required to comply with applicable Laws, (vE) accelerate the timing of vesting or payment of compensation or benefits to any current or former Company Employeedirector, non-employee director officer, employee, consultant or other individual service provider; , (viF) hire any employee or officer with an annual base salary in excess of $150,000, or terminate any employee or, without prior consultation with Parent, officer of the Company or any of its Subsidiaries other than for “just cause” (as determined in the ordinary course of business consistent with past practice), or (G) without prior consultation with Parent, renew or enter into any modification modifications of any collective bargaining agreement or other labor agreement or implement or announce any material reduction in labor force; (vii) provide any funding for any rabbi trust force or similar arrangement; (viii) hire, engage or promote any employees, other than to fill existing positions below the level of vice president that are or become vacant; (ix) terminate (other than for cause) any employee at or above the level of vice president; (x) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; or (xi) except as may be required by GAAP, materially change the manner in which contributions to any broadmass lay-based Company Plans are made or the basis on which such contributions are determinedoffs.