Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent, which consent will not be unreasonably withheld) (i) grant any increases in the compensation of any of its directors, officers, management employees or key employees, except as may be required pursuant to any of the existing Benefit Plans or Employee Arrangements as disclosed in a Schedule hereto; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer, management employee or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer, management employee or key employee; (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; or (v) extend any loans or advances to any of its directors, officers, management employees or key employees, except as expressly permitted under the Transaction Documents.

Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent, which consent will not be unreasonably withheld) ): (i) grant any increases in the compensation of any of its directors, officers, management employees officers or key employees, except as may be required pursuant to any other than in the ordinary course of the existing Benefit Plans or Employee Arrangements as disclosed in a Schedule heretobusiness and consistent with past practice; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Company Benefit Plans or Employee Arrangements Company Pension Plans as in effect on the date hereof to any such director, officer, management employee officer or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer, management employee officer or key employee; or (iv) except as may be required to comply with applicable law, become obligated under any new Company Employee Benefit Plan or Employee ArrangementCompany Pension Plan, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; . The foregoing shall not prohibit the Company from lending funds to its respective employees that hold Options to fund all or (v) extend any loans or advances to any a portion of its directors, officers, management employees or key employees, except as expressly permitted the exercise price under the Transaction DocumentsOptions held by such employees in order that such employees may tender the Shares issuable upon the exercise of such Options in the Offer. Each such loan shall be limited to an amount no greater than the aggregate exercise price under such employee's Options, shall bear interest at the prime rate announced from time to time by Chase Manhattan Bank, and shall be due and payable upon the consummation of the Offer.

Certain Employee Matters. The Company Except pursuant to Section 5.9, a Party shall not and it shall not permit any of its Subsidiaries shall not (without the prior written consent of Parent, which consent will not be unreasonably withheld) to: (i) grant any increases in the compensation of any of its directors, officers, management employees officers or key employees, except as may be required pursuant increases to any employees who are not directors or officers made in the ordinary course of the existing Benefit Plans or Employee Arrangements as disclosed business and in a Schedule heretoaccordance with past practice; (ii) pay or agree to pay any material pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Spice Employee Benefit Plans or Spice Pension Plans or MXP Employee Arrangements Benefit Plans or MXP Pension Plans, as applicable, in each case as in effect on the date hereof to any such director, officer, management employee officer or key employee, whether past or present; (iii) amend or modify in any material respect or receive any assets from the Spice Pension Plan; (iv) enter into any new, or materially amend any existing, material employment or severance or termination agreement with any such director, officer, management employee officer or key employee; (ivv) except grant any options or other awards under the Spice Stock Plans or MXP Stock Plans, as may be required to comply with applicable law, applicable; or (vi) become obligated under any new Spice Employee Benefit Plan or Spice Pension Plan, or any new MXP Employee ArrangementBenefit Plan or MXP Pension Plan, which was not in existence on or approved by the Board of Directors of Spice or MXP, as applicable, prior to the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; or (v) extend any loans or advances to any of its directors, officers, management employees or key employees, except as expressly permitted under the Transaction Documents.