Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. Except as required by an existing Company Benefit Plans in effect as of the date of this Agreement or applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to (A) increase the compensation or other benefits payable or to become payable to its directors or officers, (B) increase the compensation or other benefits payable or to become payable generally to other employees of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice (provided that any across-the-board increase in compensation or other benefits payable shall be made only with the prior written consent of Parent), (C) other than in the ordinary course of business consistent with past practice or as may be required by existing Company Benefit Plans in effect as of the date of this Agreement, grant any severance or termination pay or retention bonus to any employee of the Company or any of its Subsidiaries with the title of director or above, (D) enter into any severance agreement with any director or employee of the Company or any of its Subsidiaries with a title of director or above (other than in accordance with the terms and conditions of the Company’s severance policy in effect on the date of this Agreement and listed in Section 4.14(a) of the Company Disclosure Schedule), (E) enter into or amend any individual employment arrangement with any officer or other employee of the Company or any of its Subsidiaries, (F) accelerate the payment or vesting of benefits or amounts payable or to become payable under any Company Benefit Plan or Foreign Benefit Plan, (G) establish, adopt, enter into or amend any bonus plan or arrangement covering employees of the Company, (H) make any material increase in, or commitment to increase materially, any employee benefits, (I) adopt or make any commitment to adopt any material new Company Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Company Benefit Plan, or (J) except as required by applicable Law, establish, adopt, enter into or amend any collective bargaining agreement, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company of any of its Subsidiaries or any of their beneficiaries; provided, however, that nothing in this Agreement shall prevent the Company from paying bonuses in respect of 2009 to Company employees based on the achievement of the pre-established performance goals, as adjusted (in a manner consistent with the requirements of Section 162(m) of the Code and in a manner consistent with Section 6.1 of the Company Disclosure Schedule) from time to time by the Compensation Committee of the Board of Directors of the Company, and consistent with the terms of Company bonus plans as in effect on the date of this Agreement;

Certain Employee Matters. Except Other than as required by an existing Company pursuant to the terms of any Employee Benefit Plans in effect Plan or as set forth on Schedule 4.1(j) of the date of this Agreement or applicable LawCompany Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to to: (Ai) increase grant any increases in the compensation or other benefits payable or to become payable to any of its directors or officersemployees, (B) increase except, with respect to employees below the compensation level of executive officer, increases made in the ordinary course of business, and provided that payments of annual or other benefits payable or to become payable generally to other employees of the Company or any of its Subsidiaries, except bonuses and commissions in the ordinary course of business consistent with past practice and subject to clause (provided that any across-the-board ix) below shall not constitute an increase in compensation compensation; (ii) grant to any director, employee or executive officer, whether past or present, any material increase in pension, retirement allowance or other employee benefits; (iii) enter into any new, or amend any existing, employment or severance or termination agreement with any director, employee or executive officer; (iv) establish or become obligated under any collective bargaining agreement or Employee Benefit Plan which was not in existence prior to the date of this Agreement, or amend any such plan or arrangement in existence on the date of this Agreement if such amendment would have the effect of enhancing any benefits payable shall be thereunder; (v) loan or advance any money or other property to any present or former director, employee or executive officer, other than loans or advances to employees below the executive officer level made only in the ordinary course of business consistent with past practice; (vi) grant any equity or equity-based awards; (vii) increase the prior written consent funding obligation or contribution rate of Parent), (C) any Employee Benefit Plan subject to Title IV other than in the ordinary course of business consistent with past practice practice; (viii) hire or as may be required by existing Company Benefit Plans in effect as of the date of this Agreement, grant terminate any severance or termination pay or retention bonus to any employee of the Company or any of its Subsidiaries with the title of director or above, (D) enter into any severance agreement with any director or employee of the Company or any of its Subsidiaries with a title of director or above (executive officer other than in accordance for “cause” or (ix) waive any performance conditions with respect to, or increase the terms and conditions of the Company’s severance policy in effect on the date of this Agreement and listed in Section 4.14(a) of the Company Disclosure Schedule), (E) enter into amount or amend any individual employment arrangement with any officer or other employee of the Company or any of its Subsidiaries, (F) accelerate the payment or vesting of benefits or amounts payable or to become of, any compensation payable under any Company Benefit Plan or Foreign Employee Benefit Plan, (G) establish, adopt, enter into or amend any bonus plan or arrangement covering employees of the Company, (H) make any material increase in, or commitment to increase materially, any employee benefits, (I) adopt or make any commitment to adopt any material new Company Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Company Benefit Plan, or (J) except as required by applicable Law, establish, adopt, enter into or amend any collective bargaining agreement, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company of any of its Subsidiaries or any of their beneficiaries; provided, however, that nothing in this Agreement shall prevent the Company from paying bonuses in respect of 2009 to Company employees based on the achievement of the pre-established performance goals, as adjusted (in a manner consistent with the requirements of Section 162(m) of the Code and in a manner consistent with Section 6.1 of the Company Disclosure Schedule) from time to time by the Compensation Committee of the Board of Directors of the Company, and consistent with the terms of Company bonus plans as in effect on the date of this Agreement;.

Certain Employee Matters. Except as required by an existing Company applicable law or the terms of any Employee Benefit Plans Plan, collective bargaining agreement or other labor agreement in effect as of existence on the date of this Agreement or applicable Lawhereof, as applicable, the Company shall not, and shall not permit any of its Subsidiaries to to: (Ai) increase grant any increases in the compensation compensation, incentives or other benefits payable or to become payable to its directors or officers, (B) increase the compensation or other benefits payable or to become payable generally to other employees of the Company or any of its Subsidiariesdirectors, officers or employees, consultants, agents or individual independent contractors except for increases in salaries made in the ordinary course of business consistent with past practice (for any employee whose annual base salary is less than $300,000, and provided that any across-the-board increase in compensation or other benefits payable shall be made only with the prior written consent payments of Parent)bonuses to directors, (C) other than officers and Key Employees in the ordinary course of business consistent with past practice or as may be required by existing Company Benefit Plans in effect as of the date of this Agreement, grant any severance or termination pay or retention bonus to any employee of the Company or any of its Subsidiaries with the title of director or above, (D) enter into any severance agreement with any director or employee of the Company or any of its Subsidiaries with a title of director or above (other than in accordance with the terms and conditions of the Company’s severance policy in effect on the date of this Agreement and listed in Section 4.14(a) of the Company Disclosure Schedule), (E) enter into or amend any individual employment arrangement with any officer or other employee of the Company or any of its Subsidiaries, (F) accelerate the payment or vesting of benefits or amounts payable or to become payable under any Company Benefit Plan or Foreign Benefit Plan, (G) establish, adopt, enter into or amend any bonus plan or arrangement covering employees of the Company, (H) make any material increase in, or commitment to increase materially, any employee benefits, (I) adopt or make any commitment to adopt any material new Company Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Company Benefit Plan, or (J) except as required by applicable Law, establish, adopt, enter into or amend any collective bargaining agreement, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company of any of its Subsidiaries or any of their beneficiaries; provided, however, that nothing in this Agreement shall prevent the Company from paying bonuses in respect of 2009 to Company employees based on the achievement of the pre-established performance goals, as adjusted (in a manner consistent with the requirements of Section 162(m) of the Code and in a manner consistent with Section 6.1 of the Company Disclosure Schedule) from time to time approved by the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company prior to the date hereof shall not, for purposes of this Section 4.1(j) constitute an increase in compensation; (ii) pay or agree to pay to any director, officer or employee, consultant, agent or individual independent contractor, whether past or present, any pension, retirement allowance or other employee benefit not required by any of the Company, and consistent with the terms ’s or any of Company bonus plans as its Subsidiaries’ existing Employee Benefit Plans (or any arrangement that would be an Employee Benefit Plan if in effect on the date hereof); (iii) enter into any new, or materially amend any existing, material employment or severance or termination agreement with any director, officer, employee, consultant, agent or individual independent contractor other than with respect to new hires made not in contravention of Section 4.1(j)(vi) below; (iv) establish or become obligated under any collective bargaining agreement (except for those collective bargaining agreements currently being negotiated as of the date hereof as set forth in Schedule 3.1(o) of the Company Disclosure Schedule; provided that the Company shall keep Parent timely apprised of the negotiating positions of the bargaining parties and the status of such negotiations) or Employee Benefit Plan which was not in existence or approved by the Board of Directors of the Company prior to the date of this Agreement;, or amend any such plan or arrangement in existence on the date of this Agreement if such amendment would have the effect of materially enhancing any benefits thereunder; (v) take any action to accelerate the vesting, funding or payment of any compensation or benefits under any Employee Benefit Plan (or any award thereunder); (vi) hire any new employees or engage any new independent contractors, unless such hiring or engagement is in the ordinary course of business and is with respect to employees or individual independent contractors having an annual base salary or fee not reasonably expected to exceed $300,000; (vii) terminate the employment or service of any Key Employee of the Company or any of its Subsidiaries other than any such termination for “cause”; or (viii) implement any employee layoffs requiring notice under the WARN Act.

Certain Employee Matters. Except as required by an existing Company Benefit Plans in effect as of the date of this Agreement or applicable Lawpursuant to Section 5.9, the Company a Party shall not, not and it shall not permit any of its Subsidiaries to to: (Ai) increase grant any increases in the compensation or other benefits payable or to become payable to its directors or officers, (B) increase the compensation or other benefits payable or to become payable generally to other employees of the Company or any of its Subsidiariesdirectors, trustees, officers or employees, except increases to employees who are not directors, trustees or officers made in the ordinary course of business and in accordance with past practice; provided that payments of annual bonuses to officers and employees (x) consistent with past practice (provided that any across-the-board increase in compensation or other benefits payable shall be made only with the prior written consent of Parent)practices, (Cy) other than in the ordinary course of business consistent with past practice or as may be required previously approved by existing Company Benefit Plans in effect as of the date of this Agreement, grant any severance or termination pay or retention bonus to any employee of the Company or any of its Subsidiaries with the title of director or above, (D) enter into any severance agreement with any director or employee of the Company or any of its Subsidiaries with a title of director or above (other than in accordance with the terms and conditions of the Company’s severance policy in effect on the date of this Agreement and listed in Section 4.14(a) of the Company Disclosure Schedule), (E) enter into or amend any individual employment arrangement with any officer or other employee of the Company or any of its Subsidiaries, (F) accelerate the payment or vesting of benefits or amounts payable or to become payable under any Company Benefit Plan or Foreign Benefit Plan, (G) establish, adopt, enter into or amend any bonus plan or arrangement covering employees of the Company, (H) make any material increase in, or commitment to increase materially, any employee benefits, (I) adopt or make any commitment to adopt any material new Company Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Company Benefit Plan, or (J) except as required by applicable Law, establish, adopt, enter into or amend any collective bargaining agreement, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company of any of its Subsidiaries or any of their beneficiaries; provided, however, that nothing in this Agreement shall prevent the Company from paying bonuses in respect of 2009 to Company employees based on the achievement of the pre-established performance goals, as adjusted (in a manner consistent with the requirements of Section 162(m) of the Code and in a manner consistent with Section 6.1 of the Company Disclosure Schedule) from time to time by the Compensation Committee of the Board of Directors or Board of Trustees of such Party and (z) up to the maximum amount, including any discretionary component, permitted under such Party's existing bonus plans shall not be deemed an increase in compensation; (ii) pay or agree to pay to any director, trustees, officer or employee, whether past or present, any material pension, retirement allowance or other employee benefit not required or contemplated by any of the Companyexisting MIT Employee Benefit Plans or MIT Pension Plans or the Company Employee Benefit Plans or the Company Pension Plans, and consistent with the terms of Company bonus plans as applicable, in each case as in effect on the date hereof; (iii) enter into any new, or amend any existing, material employment or severance or termination agreement with any director, officer or employee; or (iv) become obligated under any new MIT Employee Benefit Plan or MIT Pension Plan, or any new Company Employee Benefit Plan or Company Pension Plan, as applicable, which was not in existence or approved by the Board of this Agreement;Directors of MIT or the Board of Trustees of the Company, 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.