Common use of Benefits Changes Clause in Contracts

Benefits Changes. The Company shall not, and shall not permit any of its Subsidiaries to (i) increase the compensation or benefits of any director, officer or any other employee, or consultant, other than annual salary increases in the ordinary course of business consistent with past practice at the regularly scheduled times; provided that the aggregate dollar amount of such increases shall not exceed the corresponding amount for the calendar year 2002 and, in the case of incentive bonuses, the aggregate dollar amount of such bonuses shall not exceed 125% of the amount paid for calendar year 2002, (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(d), (iii) enter into any agreement with any director, officer or employee, other than (A) the Company's customary form of Employee Proprietary Information and Inventions Agreement, (B) stock option agreements as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms that are in the ordinary course and consistent with past practice; provided that no more than 15 new employees may be hired by the Company or any of its Subsidiaries in the aggregate and any new hires for an officer position at the director level or above shall be subject to Parent's prior written consent, (iv) enter into any consulting agreement with any consultant providing for payments in excess of $100,000, (v) accelerate the payment of compensation or benefits to any director, officer, employee or consultant except as required by applicable Law, agreements in effect as of the date of this Agreement or Section 3.4(b), (vi) enter into any employment (except to the extent permitted in clause (iii)(C) above), severance, retention or change of control arrangement with any employee or other service provider of the Company or any of its Subsidiaries or (vii) except as otherwise contemplated by Section 6.1(b)(ii) or Section 6.1(b)(iii), grant any stock option or other equity awards to any director, officer, employee or consultant.

Benefits Changes. The Except as required under applicable Law or the terms of any Company Plan as in effect on the date of this Agreement, the Company shall not, and shall not permit any cause each of its Subsidiaries not to (i) increase the compensation or benefits of any director, officer or any other employeeof, or consultantgrant, provide or increase any bonus, severance, change of control or retention payments or benefits to, any Company Employee or non-employee director, other than (A) in the event that the Closing does not occur by January 1, 2020, annual salary wage increases for Vitalize employees scheduled for, and effective as of, January 1, 2020, which shall not exceed 4% in the aggregate (the “Annual Adjustment”) and (B) increases in the wages of any Company Employee or non-employee director outside of the Annual Adjustment, and grants of retention payments to any Company Employee or non-employee director, in amounts not greater than $33,000 per month in the aggregate for all such increases pursuant to this clause (B) beginning on the date hereof, such amounts to rollover to subsequent months if not used; provided that the increases applicable to any individual shall not exceed $10,000; (ii) make or forgive any loans or advances to, any Company Employee or non-employee director; (iii) establish, adopt, or enter into any new collective bargaining, pension, other retirement, deferred compensation, equity or equity-like compensation, or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former Company Employee or non-employee director that is not otherwise provided for in this Section 5.1(h), other than in relation to changes to health and welfare plans in the ordinary course of business consistent with past practice at the regularly scheduled times; provided that the aggregate dollar amount of such increases shall not exceed the corresponding amount for the calendar year 2002 and, in the case of incentive bonusespractice, the aggregate dollar amount cost of such bonuses shall which are not exceed 125% of the amount paid for calendar year 2002, material; (iiiv) adopt amend or modify any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(d), (iii) enter into any agreement with any director, officer or employeeCompany Plan, other than (A) the Company's customary form of Employee Proprietary Information changes to health and Inventions Agreement, (B) stock option agreements as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms that are welfare plans in the ordinary course and of business consistent with past practice, the cost of which are not material; provided that no more than 15 new employees may be hired by the Company or any of its Subsidiaries in the aggregate and any new hires for an officer position at the director level or above shall be subject to Parent's prior written consent, (iv) enter into any consulting agreement with any consultant providing for payments in excess of $100,000, (v) accelerate the payment of compensation or benefits to any Company Employee or non-employee director, officer, employee or consultant except as required by applicable Law, agreements in effect as of the date of this Agreement or Section 3.4(b), ; (vi) renew or enter into any employment modification of any collective bargaining agreement or implement or announce any reduction in labor force (except other than individual employee terminations with respect to Company Employees with a title or role lower than Vice President in the extent ordinary course of business consistent with past practice (provided, that for the avoidance of doubt, the Company shall be permitted to terminate Company Employees with a title or role of Vice President or higher for cause)) or mass lay-offs; (vii) provide any funding for any rabbi trust or similar arrangement; or (viii) hire any new employees (or promote any existing employees) outside the ordinary course of business consistent with past practice, other than (A) as is consistent with the Vitalize Budget and set forth in clause (iii)(CSection 5.1(h)(viii)(A) above), severance, retention or change of control arrangement with any employee or other service provider of the Company or any of its Subsidiaries Disclosure Letter or (viiB) except if not included in such Vitalize Budget, such that the annual wages and bonuses offered to such new employees do not exceed 5% on an aggregate basis of the budgeted amount for new employee wages and bonuses as otherwise contemplated by set forth in Section 6.1(b)(ii5.1(h)(viii)(A) or Section 6.1(b)(iii), grant any stock option or other equity awards to any director, officer, employee or consultantof the Company Disclosure Letter.

Benefits Changes. The Company shall not, and shall not permit any of its Subsidiaries to to, (i) increase the compensation or benefits of any director, officer or officer, any other employee, consultant or consultant, other than annual salary service provider (except for such increases that are contractually required or are in the ordinary course of business consistent with past practice at the regularly scheduled times; provided that the aggregate dollar amount of such increases shall not exceed the corresponding amount for the calendar year 2002 and, in the case of incentive bonuses, the aggregate dollar amount of such bonuses shall not exceed 125% of the amount paid for calendar year 2002business), (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(d)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 (Aincluding any change permitted by clause (i) hereof) for a period of (x) in the Company's customary form case of Employee Proprietary Information and Inventions Agreementany 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, (Biv) stock option enter into or amend consulting agreements with any individuals providing non-professional services as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms that are in the ordinary course and consistent with past practice; provided that no more than 15 new employees may be hired by independent contractors or consultants to the Company or any of its Subsidiaries in the aggregate and any new hires for an officer position at the director level or above shall be subject to Parent's prior written consent, (iv) enter into any consulting agreement with any consultant providing for payments in the aggregate in excess of $100,0002.5 million, (v) accelerate the payment of compensation or benefits to any director, officer, employee employee, consultant or consultant other service provider except as required by applicable Law, agreements in effect as pursuant to the terms of any agreement existing on the date of this Agreement or Section 3.4(b)Agreement, (vi) except as otherwise permitted by this Section 6.1(p), enter into or amend any employment (except to the extent permitted in clause (iii)(C) above)employment, severance, retention or retention, termination, change of control or similar agreement or arrangement with any employee director, officer, employee, consultant or other service provider of the Company or any of its Subsidiaries or Subsidiaries, (vii) except as otherwise contemplated by Section 6.1(b)(ii) or Section 6.1(b)(iii), grant any stock option or other equity or incentive awards to any director, 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 consultantotherwise, 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 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 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 Section 6.1(p)(C) of the Company Disclosure Schedule, which employees shall be entitled to participate 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 (provided that there is no increase in the net severance obligation of the Company in the event of a termination of such replacement employee) and (E) hire additional employees in connection with the Company’s new home video initiative in accordance with the business plan for the home video initiative provided to Newco on September 13, 2004 (provided that the aggregate severance obligation in connection with the termination of such employees shall not exceed $5 million).

Benefits Changes. The Except as set forth on Section 5.1(a)(viii) of the Company Disclosure Letter, as contemplated by the Transitional Executive Compensation Plan or as required by any Company Plan listed on Section 3.20(a) of the Company Disclosure Letter or any Company Plan entered into following the date hereof as permitted by the terms of this Section 5.1(a)(viii), the Company shall not, and shall not permit any cause each of its Subsidiaries to not to, (iA) increase the compensation or benefits of of, or make any loans to, any director, officer or any other officer, employee, consultant or consultantother service provider (not including the advancement of expenses pursuant to currently existing obligations under indemnification agreements or other indemnification arrangements between the Company and any such Person or pursuant to the Company Articles or Company Bylaws) or increase the compensation expense of the Company and its Subsidiaries, other than except for annual salary merit-based and promotion-based base pay increases for employees of the Company and its Subsidiaries in the ordinary course of business consistent with past practice at the regularly scheduled times; provided that the aggregate dollar amount of such increases shall do not exceed the corresponding aggregate amount for set forth in Section 5.1(a)(viii)(A) of the calendar year 2002 andCompany Disclosure Letter as the Compensation Bucket (of which, no single person shall be entitled to receive an increase of more than twenty percent (20%) of such person’s individual compensation) (the “Compensation Bucket”) and customary year-end bonus awards granted in the ordinary course of business consistent with past practice, in the case of incentive bonuses, the aggregate dollar amount of such bonuses shall not exceed 125% accordance with Company Plans (which amounts can only be paid from any unallocated portion of the amount paid for calendar year 2002, (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(dCompensation Bucket), (iii) enter into any agreement with any director, officer or employee, other than (A) the Company's customary form of Employee Proprietary Information and Inventions Agreement, (B) stock option agreements grant, provide, or increase any bonus, severance, change of control or retention payments or benefits to any director, officer, employee, consultant or other service provider in an amount that would exceed the aggregate amount set forth in Section 5.1(a)(viii)(B) of the Company Disclosure Letter as contemplated by Section 6.1(b)(iii) and the Severance Bucket (C) employment agreements for new employees containing terms that are in the ordinary course and consistent with past practice; provided that of which, no individual shall be entitled to receive more than 15 new employees ten percent (10%) of such aggregate amount) (the “Severance Bucket”), or grant, issue, or modify any equity or equity-based awards that may be hired by settled in any capital stock or other equity interests or securities of the Company or any of its Subsidiaries other than in compliance with Section 5.1(a)(ii), other than the vesting of any such awards made prior to the date of this Agreement in accordance with the terms and conditions of such awards and other than any merit-based and promotion-based increases to payments or benefits for employees of the Company and its Subsidiaries (which amounts can only be paid from any unallocated portion of the Compensation Bucket) with respect to any individual and customary year-end bonus awards granted in the aggregate and ordinary course of business consistent with past practice, in accordance with Company Plans (which amounts can only be paid from any new hires for an officer position at unallocated portion of the director level or above shall be subject to Parent's prior written consentCompensation Bucket), (ivC) establish, adopt, or enter into any consulting agreement with new, collective bargaining, bonus, pension, other retirement, deferred compensation, equity compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any current or former director, officer, employee, consultant providing for payments in excess of $100,000or other service provider, (vD) amend or modify, other than in immaterial respects that do not increase the benefits or the annual cost of providing benefits under, any existing Company Plan, except as may be required to comply with applicable Laws, (E) accelerate the payment of compensation or benefits to any director, officer, employee employee, consultant or consultant other service provider, except as required by applicable Law, agreements in effect as (without discretion) pursuant to the terms of the date of this Agreement or Section 3.4(b)Company Plans, (viF) enter into except as set forth on Section 5.1(a)(viii)(F) of the Company Disclosure Letter, hire any employment (except to the extent permitted in clause (iii)(C) above)new officer, severanceemployee, retention or change of control arrangement with any employee consultant or other service provider with annual base pay in excess of $300,000, or terminate any employee or officer of the Company or any of its Subsidiaries with annual base pay in excess of $300,000 other than for “just cause” (as determined in the ordinary course of business consistent with past practice), or (viiG) except as otherwise contemplated by set forth on Section 6.1(b)(ii5.1(a)(viii)(G) of the Company Disclosure Letter, without prior consultation with Liberty, renew or Section 6.1(b)(iii), grant enter into any stock option modification of any labor agreement or other equity awards to implement or announce any director, officer, employee material reduction in labor force or consultant.mass lay-offs;

Benefits Changes. The Except as set forth on Section 5.1(h) of the Company Disclosure Letter or as required 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 not permit any cause each of its Subsidiaries to not to, (i) increase the compensation or benefits of of, or make any loans to, any director, officer or any other officer, employee, consultant or consultantother service provider or increase the compensation expense of the Company and its Subsidiaries taken as a whole, other than except for annual salary merit-based base pay increases to employees of the Company and its Subsidiaries who are non-executive officers in the ordinary course of business consistent with past practice at the regularly scheduled times; provided and that the aggregate dollar amount of such increases shall do not exceed the corresponding amount for the calendar year 2002 and, three percent (3%) in the case of incentive bonuses, the aggregate dollar amount of such bonuses shall not exceed 125% of the amount paid for calendar year 2002aggregate, (ii) adopt grant, provide or increase any new employee benefit plan bonus, severance, change of control or retention payments or benefits to any amendment to an existing Benefit Plan (includingdirector, without limitationofficer, employee, consultant or other service provider, or grant, issue, or modify any equity or equity-based awards that may be settled in any capital stock option agreements or other equity award agreements) other than as required by applicable Law interests or Section 3.4(d), (iii) enter into any agreement with any director, officer or employee, other than (A) the Company's customary form securities of Employee Proprietary Information and Inventions Agreement, (B) stock option agreements as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms that are in the ordinary course and consistent with past practice; provided that no more than 15 new employees may be hired by the Company or any of its Subsidiaries in the aggregate and Subsidiaries, (iii) establish, adopt or enter into any new hires collective bargaining, bonus, pension, other retirement, deferred compensation, equity compensation, change in control, severance, employment, retention or other 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 an officer position at the director level benefit of any current or above shall be subject to Parent's prior written consentformer director, officer, employee, consultant or other service provider, (iv) enter into amend, renew, extend or terminate or waive, release, assign or create or incur any consulting agreement Encumbrance (other than Permitted Encumbrances) upon any rights under, any Company Plan or existing Incentive Plan, except as may be required to comply with any consultant providing for payments in excess of $100,000applicable Laws, (v) accelerate the payment of compensation or benefits to any director, officer, employee employee, consultant or consultant except as required by applicable Law, agreements in effect as of the date of this Agreement or Section 3.4(b)other service provider, (vi) enter into any employment (except to the extent permitted in clause (iii)(C) above), severance, retention or change of control arrangement with hire any employee or other service provider 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) except as otherwise contemplated by Section 6.1(b)(ii) without prior consultation with Parent, renew or Section 6.1(b)(iii), grant enter into any stock option modifications of any Bargaining Agreement or other equity awards to labor agreement or implement or announce any director, officer, employee material reduction in labor force or consultantmass lay-offs.

Benefits Changes. The Except as set forth on ‎Section 5.1(a)(viii) of the Company shall notDisclosure Letter, and shall not permit any of its Subsidiaries to (i) increase as required under applicable Law or the compensation or benefits terms of any director, officer or any other employeeCompany Plan, or consultant, other than annual salary increases in the ordinary course of business consistent with past practice at the regularly scheduled times; provided that the aggregate dollar amount of such increases shall with respect to any Company Employee who is not exceed the corresponding amount for the calendar year 2002 and, in the case of incentive bonusesa Key Employee, the aggregate dollar amount Company shall not, and shall cause each of such bonuses shall its Subsidiaries not exceed 125% of the amount paid for calendar year 2002to, (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(d), (iii) enter into any agreement with any director, officer or employee, other than (A) materially increase the Company's customary form of compensation or benefits of, or make any loans to, any Company Employee Proprietary Information and Inventions Agreementor non-employee director, (B) stock option agreements as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms grant, provide, or increase any bonus, severance, change of control or retention payments or benefits to 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 are in the ordinary course and consistent with past practice; provided that no more than 15 new employees may be hired by settled in any capital stock or other equity interests or securities of the Company or any of its Subsidiaries in (provided that Parent’s consent for any action taken by the aggregate and Company pursuant to this Section 5.1(a)(viii)(B) with respect to any new hires for an officer position at the director level Key Employee may not to be unreasonably withheld, conditioned or above shall be subject to Parent's prior written consentdelayed), (ivC) establish, adopt, or enter into any consulting agreement with new collective bargaining, bonus, pension, other retirement, deferred compensation, equity compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any consultant providing for payments in excess of $100,000current or former Company Employee or non-employee director, (vD) materially amend or materially modify any existing Company Plan, (E) accelerate the payment of compensation or benefits to any Company Employee or non-employee director, officer(F) hire any new Company Employee (which, employee or consultant except as required by applicable Lawfor the avoidance of doubt, agreements in effect as of the date of this Agreement or Section 3.4(bexcludes any Company Employee who would be a Key Employee), consultant or other 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 employment (except to the extent permitted material modification of any labor agreement or implement or announce any material reduction in clause (iii)(C) above), severance, retention labor force or change of control arrangement with any employee or other service provider of the Company or any of its Subsidiaries or (vii) except as otherwise contemplated by Section 6.1(b)(ii) or Section 6.1(b)(iii), grant any stock option or other equity awards to any director, officer, employee or consultantmass lay-offs.

Benefits Changes. The Except as set forth on Section 5.1(h) of the Company Disclosure Letter or as required 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 not permit any cause each of its Subsidiaries to not to, (iA) increase the compensation or benefits of of, or make any loans to, any director, officer or any other officer, employee, consultant Table of Contents or consultantother service provider or increase the compensation expense of the Company and its Subsidiaries taken as a whole, other than except for annual salary merit-based base pay increases to employees of the Company and its Subsidiaries who are non-executive officers in the ordinary course of business consistent with past practice at the regularly scheduled times; provided and that the aggregate dollar amount of such increases shall do not exceed the corresponding amount for the calendar year 2002 and, five percent (5%) in the case of incentive bonuses, the aggregate dollar amount of such bonuses shall not exceed 125% of the amount paid for calendar year 2002, (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(d), (iii) enter into any agreement with any director, officer or employee, other than (A) the Company's customary form of Employee Proprietary Information and Inventions Agreementaggregate, (B) stock option agreements as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms grant, provide or increase any bonus, severance, change of control or retention payments or benefits to any director, officer, employee, consultant or other service provider, or grant, issue, or modify any equity or equity-based awards that are in the ordinary course and consistent with past practice; provided that no more than 15 new employees may be hired by settled in any capital stock or other equity interests or securities of the Company or any of its Subsidiaries in the aggregate and any new hires for an officer position at the director level or above shall be subject to Parent's prior written consentSubsidiaries, (ivC) establish, adopt or enter into any consulting agreement with new collective bargaining, bonus, pension, other retirement, deferred compensation, equity compensation, change in control, severance, retention or other benefit agreement, plan or arrangement for the benefit of any current or former director, officer, employee, consultant providing for payments in excess of $100,000or other service provider, (vD) amend any Company Plan, or amend the Company Incentive Plan, except as may be required to comply with applicable Laws, (E) accelerate the payment of compensation or benefits to any director, officer, employee employee, consultant or consultant except as required by applicable Law, agreements in effect as of the date of this Agreement or Section 3.4(b)other service provider, (viF) enter into any employment (except to the extent permitted in clause (iii)(C) above), severance, retention or change of control arrangement with hire any employee or other service provider 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 (viiG) except as otherwise contemplated by Section 6.1(b)(ii) without prior consultation with Parent, renew or Section 6.1(b)(iii), grant enter into any stock option modifications of any collective bargaining agreement or other equity awards to labor agreement or implement or announce any director, officer, employee material reduction in labor force or consultantmass lay-offs.

Benefits Changes. The Except as set forth on Section 5.1(a)(viii) of the Company shall notDisclosure Letter, and shall not permit any of its Subsidiaries to (i) increase as required under applicable Law or the compensation or benefits terms of any director, officer or any other employeeCompany Plan, or consultant, other than annual salary increases in the ordinary course of business consistent with past practice at the regularly scheduled times; provided that the aggregate dollar amount of such increases shall with respect to any Company Employee who is not exceed the corresponding amount for the calendar year 2002 and, in the case of incentive bonusesa Key Employee, the aggregate dollar amount Company shall not, and shall cause each of such bonuses shall its Subsidiaries not exceed 125% of the amount paid for calendar year 2002to, (ii) adopt any new employee benefit plan or any amendment to an existing Benefit Plan (including, without limitation, any stock option agreements or other equity award agreements) other than as required by applicable Law or Section 3.4(d), (iii) enter into any agreement with any director, officer or employee, other than (A) materially increase the Company's customary form of compensation or benefits of, or make any loans to, any Company Employee Proprietary Information and Inventions Agreementor non-employee director, (B) stock option agreements as contemplated by Section 6.1(b)(iii) and (C) employment agreements for new employees containing terms grant, provide, or increase any bonus, severance, change of control or retention payments or benefits to 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 are in the ordinary course and consistent with past practice; provided that no more than 15 new employees may be hired by settled in any capital stock or other equity interests or securities of the Company or any of its Subsidiaries in (provided that Parent’s consent for any action taken by the aggregate and Company pursuant to this Section 5.1(a)(viii)(B) with respect to any new hires for an officer position at the director level Key Employee may not to be unreasonably withheld, conditioned or above shall be subject to Parent's prior written consentdelayed), (ivC) establish, adopt, or enter into any consulting agreement with new collective bargaining, bonus, pension, other retirement, deferred compensation, equity compensation, change in control, severance, retention or other compensation or benefit agreement, plan or arrangement for the benefit of any consultant providing for payments in excess of $100,000current or former Company Employee or non-employee director, (vD) materially amend or materially modify any existing Company Plan, (E) accelerate the payment of compensation or benefits to any Company Employee or non-employee director, officer(F) hire any new Company Employee (which, employee or consultant except as required by applicable Lawfor the avoidance of doubt, agreements in effect as of the date of this Agreement or Section 3.4(bexcludes any Company Employee who would be a Key Employee), consultant or other 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 employment (except to the extent permitted material modification of any labor agreement or implement or announce any material reduction in clause (iii)(C) above), severance, retention labor force or change of control arrangement with any employee or other service provider of the Company or any of its Subsidiaries or (vii) except as otherwise contemplated by Section 6.1(b)(ii) or Section 6.1(b)(iii), grant any stock option or other equity awards to any director, officer, employee or consultantmass lay-offs.