Employee Benefit Plans; Pay Increases. (i) Adopt or amend any employee or compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, Applicable Law or as necessary to maintain the qualified status of such plan under the Code, (ii) materially amend any deferred compensation plan within the meaning of Section 409A of the Code and the regulations thereunder, except to the extent necessary to meet the requirements of such Section or Notice, (iii) pay any special bonus or special remuneration to any employee or non-employee director or consultant or (iv) increase the salaries, wage rates or fees of its employees or consultants (other than as disclosed to Acquirer and are set forth on Schedule 4.2(p) of the Company Disclosure Letter);
Employee Benefit Plans; Pay Increases. Other than benefit premium increases that may arise in the ordinary course of business, adopt or amend any employee or compensation benefit plan, including any share issuance or option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, applicable Legal Requirements or as necessary to maintain the qualified status of such plan under the Code, materially amend any deferred compensation plan within the meaning of Section 409A of the Code except to the extent necessary to meet the requirements of such Section or Notice, pay any special bonus or special remuneration to any employee or non-employee director or consultant or increase the salaries, wage rates or fees of its employees or consultants (other than pursuant to preexisting plans, policies or Contracts which have been disclosed to Acquiror and are set forth in Schedule 2.15(r) of the Company Disclosure Letter and other than the Management Bonus Payments), or add any new members to the Company Board or to the board of directors of any Subsidiary;
Employee Benefit Plans; Pay Increases. Other than in the ordinary course of business consistent with past practice, (i) adopt or amend in any material respect any Company Employee Plan or any employee or compensation benefit plan, including any stock purchase, stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under Applicable Law or as necessary to maintain the qualified status of such plan under the Code, (ii) materially amend any deferred compensation plan within the meaning of Section 409A of the Code and Internal Revenue Service Notice 2005-1 except to the extent necessary to meet the requirements of such Section or Notice, (iii) pay any special bonus or special remuneration to any employee or non-employee director or consultant or materially increase the salaries, wage rates or fees of its employees or consultants or materially increase the benefits provided to any of its employees or consultants (provided that the Company may accelerate the payment of 2016 bonus payments and other amounts so that such amounts are payable prior to the Closing, in such amounts as may be determined by the Company Board in accordance with the Company’s policies relating thereto in the ordinary course consistent with past practice, but in any event not beyond 100% of “at target” achievement amounts) or (iv) add any new members to the Company Board or to the board of directors or similar governing body of any Subsidiary (other than to replace a member of the Company Board or the board of directors or similar governing body of such Subsidiary who resigns or is otherwise removed from such position following the Agreement Date and prior to the Closing);
Employee Benefit Plans; Pay Increases. Adopt or amend any employee or compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, applicable Law or as necessary to maintain the qualified status of such plan under the Code, materially amend any deferred compensation plan within the meaning of Section 409A of the Code and Internal Revenue Service Notice 2005-1 except to the extent necessary to meet the requirements of such Section or Notice, pay any special bonus or special remuneration to any employee or non-employee director or consultant or increase the salaries, wage rates or fees of its employees or consultants;
Employee Benefit Plans; Pay Increases. Adopt or amend any employee or compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under applicable Legal Requirements, pay any special bonus or special remuneration to any employee or non-employee director or consultant or increase the salaries, wage rates or fees of its employees or consultants (other than pursuant to preexisting plans, policies or Contracts which have been disclosed to Acquirer and are set forth on Schedule 4.2(o) of the Company Disclosure Letter);
Employee Benefit Plans; Pay Increases. (i) Adopt, terminate or amend any Company Employee Plan or any compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, applicable Law or as necessary to maintain the qualified status of such plan under the Code, (ii) materially amend any deferred compensation plan within the meaning of Section 409A of the Code and the regulations thereunder, (iii) pay any bonus or other incentive compensation to any employee or non-employee director or consultant, or (iv) increase the salaries, wage rates or fees of its employees or consultants (other than, with respect to clauses (iii) and (iv), pursuant to preexisting plans, policies or Contracts that have been disclosed to Parent and are set forth on Schedule 5.2(r) of the Company Disclosure Letter);
Employee Benefit Plans; Pay Increases. Except to the extent reasonably necessary for the purposes of satisfying the 2016 POU,
(i) Adopt, terminate or materially amend any Company Employee Plan (other than in connection with annual renewals of or modifications to Company Employee Plans consistent with the Ordinary Course or in connection with the hiring, promotions and terminations otherwise permitted by this Agreement), except in each case (A) as required under Applicable Law, (B) as contemplated by Sections 6.12 and 6.13, (C) as necessary for the implementation of any Reorganization in conformity with its respective Reorganization Plan, or (D) in the Ordinary Course where such adoption, termination or material amendment would not reasonably be expected to result in a material increase in the benefits payable to an individual under the relevant Company Employee Plan or a material increase in Liability to Parent or any of its Affiliates on or after the Closing; (ii) pay any special bonus or special remuneration to any current or former employee or non-employee director or individual consultant of the Company or any of its Subsidiaries, except for awards and bonuses contemplated by Section 6.12 and 6.13 or where the amount of special bonus or special remuneration is immaterial in the context of the employee’s remuneration package; or (iii) except as set forth on Schedule 5.2(g) of the Seller Disclosure Letter, grant any awards under the Company Cash Award Plans, or (iv) increase the salary, wage rate or fees of any employee or individual consultant (other than increases in connection with employee annual reviews in the Ordinary Course in an amount that is less than 15% of such employee’s or individual consultant’s existing salary, wage rate or fees and where such Ordinary Course increases do not increase by more than 7% in the aggregate the salary, wage rate and fees budget for the Company or the relevant Subsidiary as compared with the prior annual review, or as set forth on Schedule 5.2(g) of the Seller Disclosure Letter).
Employee Benefit Plans; Pay Increases adopt or amend any employee benefit or stock purchase or option plan, pay any special bonus or special remuneration to any employees or consultants or directors except in accordance with commitments in effect as of the date of this Agreement, or increase the salaries, wage rates, target incentive percentages or fringe benefits or otherwise increase the benefits of its employees or consultants or directors, except, in each case, for any amendments to any Company Employee Plan that may be required by applicable law.
Employee Benefit Plans; Pay Increases. Except as specifically set forth in this Agreement, (i) Adopt or amend any employee or compensation benefit plan, including any stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, Applicable Law or as necessary to maintain the qualified status of such plan under the Code, (ii) materially amend any deferred compensation plan within the meaning of Section 409A of the Code and Internal Revenue Service Notice 2005-1 except to the extent necessary to meet the requirements of such Section or Notice, (iii) pay any transaction bonus or special bonus or special remuneration to any employee or non-employee director or consultant or (iv) increase or decrease the salaries, wage rates or fees of its employees or consultants (other than as disclosed to Acquirer and are set forth on Section 4.2(p) of the Disclosure Schedule);
Employee Benefit Plans; Pay Increases. (i) Adopt or amend any Company Employee Plan (including adoption of anything that would, upon such adoption, come within the definition of “Company Employee Plan” hereunder) that provides for any stock issuance, virtual share option plan or stock option plan, (ii) amend any deferred compensation plan within the meaning of Section 409A of the Code and the regulations thereunder, except to the extent necessary to meet the requirements of such Section or Notice, or (iii) pay any special bonus or special remuneration to any employee or non-employee director or consultant;
