Compensation and Benefit Plans. Parent agrees as to itself and its subsidiaries that it will not, (i) enter into, adopt, amend (except for such amendments as may be required by law or to comply with Code Section 409A or an exemption therefrom) or terminate any Parent Benefit Plan, or any other employee benefit plan or any agreement, arrangement, plan or policy between Parent or a subsidiary of Parent and one or more of its employees, directors or officers other than in the ordinary course of business, (ii) except as required by any Parent Benefit Plan as in effect as of the date hereof, increase in any manner the compensation or fringe benefits of any director, officer, employee, independent contractor or consultant or pay any benefit not required by any Parent Benefit Plan as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, except for normal payments, awards and increases to employees who are not directors or officers in the ordinary course of business, or (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms of a Parent Benefit Plan) providing for the payment to any director, officer, employee, independent contractor or consultant of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (Tower Group, Inc.)
Compensation and Benefit Plans. Parent Company agrees as to itself and its subsidiaries that it will not, (i) enter into, adopt, amend (except for such amendments as may be required by law or to comply with Code Section 409A or an exemption therefrom) or terminate any Parent Company Benefit Plan, or any other employee benefit plan or any agreement, arrangement, plan or policy between Parent Company or a subsidiary of Parent Company and one or more of its employees, directors or officers other than in the ordinary course of business, (ii) except as required by any Parent Company Benefit Plan as in effect as of the date hereof, increase in any manner the compensation or fringe benefits of any director, officer, employee, independent contractor or consultant or pay any benefit not required by any Parent Company Benefit Plan as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, except for normal payments, awards and increases to employees who are not directors or officers in the ordinary course of business, or (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms of a Parent Company Benefit Plan) providing for the payment to any director, officer, employee, independent contractor or consultant of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)
