Common use of Compensation and Benefit Plans Clause in Contracts

Compensation and Benefit Plans. Except as required by applicable law or in connection with actions generally applicable to employees of Navy and its Subsidiaries in the relevant jurisdictions that are not specifically targeted at employees of the Red Lion Entities, Navy shall not and shall not permit the Red Lion Entities to: (i) increase the wages, salaries, or incentive compensation or incentive compensation opportunities of any director, officer, employee or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time); provided that such increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion in the ordinary course of business consistent with past practice, but the aggregate amount of all such increases among all such individuals shall not exceed $20 million (on an annualized basis); (ii) increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, benefits or other rights of any director, employee or other service provider of Red Lion or any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time) or otherwise pay any amount to which any director, employee or other service provider of any member of the Red Lion Group is not entitled (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adopt, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make any discretionary contributions or payments to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of any collective bargaining agreement or other contract with any labor union in effect on the date hereof; (vi) take any action that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship of any employee of, or independent contractor providing services to a Red Lion Entity so that such individual is no longer employed by or contracted with a Red Lion Entity.

Compensation and Benefit Plans. Except as required by applicable law or in connection with actions generally applicable to employees of Navy and its Subsidiaries in the relevant jurisdictions that are not specifically targeted at employees of the Red Lion Entitieslaw, Navy Xxxxx shall not and shall not permit the Red Lion Entities its Subsidiaries to: (i) increase the wages, salaries, or incentive compensation or incentive compensation opportunities of any director, officer, employee or other service provider of Xxxxx or any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time)its Subsidiaries; provided that such increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion Xxxxx in the ordinary course of business consistent with past practice, but the aggregate amount of all such increases among all such individuals shall not exceed $20 million (on an annualized basis); (ii) increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, benefits or other rights of any director, employee or other service provider of Red Lion Xxxxx or any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time) its Subsidiaries or otherwise pay any amount to which any director, employee or other service provider of Xxxxx or any member of the Red Lion Group its Subsidiaries is not entitled (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time)entitled; (iii) establish, adopt, or become a party to any new employment, severance, retention, change in control control, or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Xxxxx Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities Xxxxx or its Subsidiaries from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) modify any Xxxxx Stock Option, Restricted Xxxxx Share, Xxxxx Share Unit or other equity-based award; (v) make any discretionary contributions or payments to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Red Lion Xxxxx Employee Benefit Plan; or (vvi) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of any collective bargaining agreement or other contract with any labor union in effect on the date hereof; (vi) take any action that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship of any employee of, or independent contractor providing services to a Red Lion Entity so that such individual is no longer employed by or contracted with a Red Lion Entity.

Compensation and Benefit Plans. Except as required by applicable law or in connection with actions generally applicable to employees of Navy and its Subsidiaries in Law, the relevant jurisdictions that are not specifically targeted at employees of the Red Lion Entities, Navy Company shall not and shall not permit the Red Lion Entities its Subsidiaries to: (i) increase the wages, salaries, or incentive compensation or incentive compensation opportunities of any director, officer, employee or other service provider of any member full time individual independent contractor of the Red Lion Group (Company or who would be a director, officer, employee or other service provider any of any member of the Red Lion Group as of the Effective Time)its Subsidiaries; provided that such increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion the Company in the ordinary course of business consistent with past practicebusiness, but the aggregate amount of all such increases among all such individuals shall not exceed $20 million 500,000 (on an annualized basis); (ii) increase or accelerate the accrual rate, vesting vesting, or timing of payment or funding of, any compensation, severance, retention, benefits or other rights of any current or former director, employee or other service provider full time individual independent contractor of Red Lion the Company or any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time) its Subsidiaries or otherwise pay any amount to which any current or former director, employee or other service provider of any member full time individual independent contractor of the Red Lion Group Company or any of its Subsidiaries is not entitled (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time)entitled; (iii) establish, adopt, amend, or become a party to any new employment, severance, retention, change in control control, or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Company Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities Company or its Subsidiaries from (A) establishing a “top up retention pool” with costs not to exceed $2 million in the aggregate, based on the plan mutually agreed to by Parent and the Company, pursuant to which participants will be eligible to receive a retention payment subject to their continued employment with the Company through the 30th day following the Effective Date (such date, the “Retention Date”) (with participants remaining eligible to receive such payment in the event he or she is terminated without “cause” following the Effective Date but prior to the Retention Date), with the participants and individual awards thereunder as discussed and agreed to by Parent’s Chief Executive Officer, based on recommendations provided to Parent by the Company’s Chief Executive Officer), or (B) hiring at-will employees to replace employees who have left employmentemployment of the Company, so long as such hiring (and the applicable employment terms) are is consistent with past practice; (iv) modify any Company Option, Company Restricted Stock Unit, or other equity-based award (except to the extent required by Section 2.15 and Section 2.16 of this Agreement); (v) make any discretionary contributions or payments to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Red Lion Company Employee Benefit Plan; or (vvi) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of any collective bargaining agreement or other contract with any labor union in effect on the date hereof; (vi) take any action that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship of any employee of, or independent contractor providing services to a Red Lion Entity so that such individual is no longer employed by or contracted with a Red Lion Entity.

Compensation and Benefit Plans. Except During the period from the date of this Agreement and continuing until the Effective Time, FoxHollow agrees as required by applicable law or in connection with actions generally applicable to employees of Navy itself and its Subsidiaries that, except as set forth in the relevant jurisdictions that are not specifically targeted at employees Section 4.1(k) of the Red Lion EntitiesFoxHollow Disclosure Schedule, Navy shall not and shall not permit the Red Lion Entities toit will not: (i) increase the wages, salaries, or incentive compensation or incentive compensation opportunities of any director, officer, employee or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time); provided that such increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion than in the ordinary course of business consistent with past practice, but enter into, adopt, amend (except for such amendments as may be required by law or necessary to comply with Section 409A of the aggregate amount of all such increases among all such individuals shall not exceed $20 million Code) or terminate any FoxHollow Benefit Plan (on an annualized basisother than as required by Section 5.9); , (ii) except as required by any FoxHollow Benefit Plan as in effect as of the date hereof and except for normal payments, awards and increases in the ordinary course of business consistent with past practice (and not in violation of any other paragraph of this Section 4.1), increase in any manner the compensation or accelerate fringe benefits (including the accrual rate, vesting or timing acceleration of payment or funding of, any compensation, severance, benefits or other rights FoxHollow Stock Award) of any director, employee officer, employee, independent contractor or other service provider of Red Lion consultant or pay any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or benefit not required by any member of the Red Lion Group FoxHollow Benefit Plan as in effect as of the Effective Timedate hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, (iii) enter into or otherwise pay renew any amount contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms of an FoxHollow Benefit Plan) providing for the payment to which any director, employee officer, employee, independent contractor or other service provider consultant of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any member of the Red Lion Group is not entitled (or who would be a directortransactions contemplated by this Agreement, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adopt, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make modify, reduce or waive any discretionary contributions performance objectives or payments other vesting provisions with respect to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, FoxHollow Stock Award except as to the extent required by the terms of the FoxHollow Stock Awards, or (v) provide, with respect to the grant of any collective bargaining agreement stock option, restricted stock, restricted stock unit or other contract with any labor union in effect equity-related award on or after the date hereof; (vi) take any action hereof to the extent permitted by Section 4.1(c), that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship vesting of any employee ofsuch stock option, restricted stock, restricted stock unit or other equity-related award shall accelerate or otherwise be affected by the occurrence of any of the transactions contemplated by this Agreement. With respect to the FoxHollow Stock Awards set forth in Section 4.1(k) of the FoxHollow Disclosure Schedule, nothing in this subsection (k) or any other provision in this Section 4.1 shall prohibit FoxHollow from taking, or independent contractor providing services otherwise require FoxHollow to a Red Lion Entity so that obtain ev3’s approval to take, any and all action necessary to determine achievement of the performance objectives, or otherwise deem performance to have been achieved at 100% target, in accordance with the terms of such individual is no longer employed by or contracted with a Red Lion EntityFoxHollow Stock Awards.

Compensation and Benefit Plans. Except During the period from the date of this Agreement and continuing until the Effective Time, Xxxxxx agrees as required by applicable law or in connection with actions generally applicable to employees of Navy itself and its Subsidiaries that, except as disclosed in the relevant jurisdictions that are not specifically targeted at employees Xxxxxx Disclosure Schedule, it will not, without the prior written consent of the Red Lion EntitiesChase (and subject in all cases to Xxxxxx'x obligations under Section 4.1(j)), Navy shall not and shall not permit the Red Lion Entities to: (i) increase the wagesenter into, salariesadopt, amend (except for such amendments as may be required by law) or terminate any Xxxxxx Benefit Plan, or incentive compensation any other employee benefit plan or incentive compensation opportunities any agreement, arrangement, plan or policy between Xxxxxx or a Subsidiary of any directorXxxxxx and one or more of its directors or officers, officer(ii) except for normal payments, employee or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time); provided that such awards and increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion in the ordinary course of business consistent with past practicepractice that, but in the aggregate amount of all such increases among all such individuals shall aggregate, do not exceed $20 million (on an annualized basis); (ii) result in a material increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, in benefits or other rights compensation expense, increase in any manner the compensation or fringe benefits of any director, officer or employee or other service provider of Red Lion or pay any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or benefit not required by any member of the Red Lion Group plan and arrangement as in effect as of the Effective Timedate hereof (including, without limitation, the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares) or otherwise pay enter into any amount contract, agreement, commitment or arrangement to which do any of the foregoing or (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to any director, officer or employee of such party of compensation or other service provider of any member of the Red Lion Group is not entitled (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adoptbenefits contingent, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make any discretionary contributions or payments to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of which are materially altered, upon the occurrence of any collective bargaining agreement of the transactions contemplated by this Agreement or other contract with the Stock Option Agreements; provided however, that any labor union such payments or awards that result in effect on an aggregate compensation expense for the date hereof2000 fiscal year not exceeding 50% of consolidated total revenues, net, of Xxxxxx for that year (the "maximum expense") shall not be regarded as a breach of Xxxxxx'x obligations hereunder; (vi) take any action and provided further that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) payments of target awards under the Worker Adjustment 1998 Performance Plan of X.X. Xxxxxx & Co. Incorporated and Retraining Notification Act or (vii) transfer Affiliated Companies shall be permitted in all events hereunder in accordance with the employment or service relationship terms of such Plan, and any employee of, or independent contractor providing services expense resulting therefrom shall not be taken into account when making any calculation pursuant to a Red Lion Entity so that such individual is no longer employed by or contracted with a Red Lion Entitythe previous proviso.

Compensation and Benefit Plans. Except During the period from the date of this Agreement and continuing until the Effective Time, Morgxx xxxees as required by applicable law or in connection with actions generally applicable to employees of Navy itself and its Subsidiaries that, except as disclosed in the relevant jurisdictions that are not specifically targeted at employees Morgxx Xxxclosure Schedule, it will not, without the prior written consent of the Red Lion EntitiesChase (and subject in all cases to Morgxx'x xxxigations under Section 4.1(j)), Navy shall not and shall not permit the Red Lion Entities to: (i) increase the wagesenter into, salariesadopt, amend (except for such amendments as may be required by law) or terminate any Morgxx Xxxefit Plan, or incentive compensation any other employee benefit plan or incentive compensation opportunities any agreement, arrangement, plan or policy between Morgxx xx a Subsidiary of any directorMorgxx xxx one or more of its directors or officers, officer(ii) except for normal 37 payments, employee or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time); provided that such awards and increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion in the ordinary course of business consistent with past practicepractice that, but in the aggregate amount of all such increases among all such individuals shall aggregate, do not exceed $20 million (on an annualized basis); (ii) result in a material increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, in benefits or other rights compensation expense, increase in any manner the compensation or fringe benefits of any director, officer or employee or other service provider of Red Lion or pay any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or benefit not required by any member of the Red Lion Group plan and arrangement as in effect as of the Effective Timedate hereof (including, without limitation, the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares) or otherwise pay enter into any amount contract, agreement, commitment or arrangement to which do any of the foregoing or (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to any director, officer or employee of such party of compensation or other service provider of any member of the Red Lion Group is not entitled (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adoptbenefits contingent, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make any discretionary contributions or payments to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of which are materially altered, upon the occurrence of any collective bargaining agreement of the transactions contemplated by this Agreement or other contract with the Stock Option Agreements; provided however, that any labor union such payments or awards that result in effect on an aggregate compensation expense for the date hereof2000 fiscal year not exceeding 50% of consolidated total revenues, net, of Morgxx xxx that year (the "maximum expense") shall not be regarded as a breach of Morgxx'x xxxigations hereunder; (vi) take any action and provided further that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) payments of target awards under the Worker Adjustment 1998 Performance Plan of J.P. Xxxxxx & Xo. Incorporated and Retraining Notification Act or (vii) transfer Affiliated Companies shall be permitted in all events hereunder in accordance with the employment or service relationship terms of such Plan, and any employee of, or independent contractor providing services expense resulting therefrom shall not be taken into account when making any calculation pursuant to a Red Lion Entity so that such individual is no longer employed by or contracted with a Red Lion Entitythe previous proviso.

Compensation and Benefit Plans. Except During the period from the date of this Agreement and continuing until the Effective Time, JPMorgan Chase agrees as required by applicable law or in connection with actions generally applicable to employees of Navy itself and its Subsidiaries that, except as set forth in the relevant jurisdictions that are not specifically targeted at employees JPMorgan Chase Disclosure Schedule, it will not, without the prior written consent of the Red Lion EntitiesBank One, Navy shall not and shall not permit the Red Lion Entities to: (i) increase other than in the wagesordinary course of business, salariesenter into, adopt, amend (except for such amendments as may be required by law) or terminate any JPMorgan Chase Benefit Plan, or incentive compensation any other employee benefit plan or incentive compensation opportunities any agreement, arrangement, plan or policy between JPMorgan Chase or a Subsidiary of any directorJPMorgan Chase and one or more of its directors or officers, officer(ii) except for normal payments, employee or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time); provided that such awards and increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion in the ordinary course of business consistent with past practiceor as required by any plan or arrangement as in effect as of the date hereof, but increase in any manner the aggregate amount of all such increases among all such individuals shall not exceed $20 million (on an annualized basis); (ii) increase compensation or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, fringe benefits or other rights of any director, officer or employee or other service provider of Red Lion pay any benefit not required by any plan or any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group arrangement as in effect as of the Effective Timedate hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, (iii) enter into or otherwise pay renew any amount contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to which any director, officer or employee of such party of compensation or other service provider benefits contingent, or the terms of which are materially altered, upon the occurrence of any member of the Red Lion Group is not entitled (transactions contemplated by this Agreement or who would be a director, employee the Option Agreements or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adopt, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make provide, with respect to the grant of any discretionary contributions or payments to any trust stock option, restricted stock, restricted stock unit or other funding vehicle equity-related award pursuant to the JPMorgan Chase 2003 bonus program or pay any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establish, adopt, enter into, amend, suspend otherwise granted on or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of any collective bargaining agreement or other contract with any labor union in effect on after the date hereof; (vi) take any action , that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship vesting of any employee ofsuch stock option, restricted stock, restricted stock unit or independent contractor providing services to a Red Lion Entity so that such individual is no longer employed other equity-related award shall accelerate or otherwise be affected by the occurrence of any of the transactions contemplated by this Agreement or contracted with a Red Lion Entitythe Option Agreements.

Compensation and Benefit Plans. Except as required by applicable law or in connection with actions generally applicable to employees of Navy and its Subsidiaries in the relevant jurisdictions that are not specifically targeted at employees of the Red Lion Entities, Navy Kmart shall not and shall not permit its Subsidiaries to, except as set forth in Section 4.2(k) of the Red Lion Entities toKmart Disclosure Schedule: (i) increase other than in the wagesordinary course of business consistent with past practice with respect to employees (but not directors of Kmart or officers of Kmart or any Significant Subsidiary thereof), salariesenter into, adopt, amend (except for such amendments as may be required by law) or terminate any Kmart Benefit Plan, or incentive compensation any other employee benefit plan or incentive compensation opportunities any agreement, arrangement, plan or policy between Kmart or a Subsidiary of Kmart and one or more of its directors, officers or employees, (ii) except as required by any director, officer, employee plan or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group arrangement as in effect as of the Effective Timedate hereof and except for, with respect to employees (but not directors of Kmart or officers of Kmart or any Significant Subsidiary thereof); provided that such , normal payments, awards and increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion in the ordinary course of business consistent with past practice, but increase in any manner the aggregate amount of all such increases among all such individuals shall not exceed $20 million (on an annualized basis); (ii) increase compensation or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, fringe benefits or other rights of any director, officer or employee or other service provider of Red Lion pay any benefit not required by any contract, plan or any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group arrangement as in effect as of the Effective Timedate hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, (iii) enter into or otherwise pay renew any amount contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to which any director, officer or employee of such party of compensation or other service provider benefits contingent, or the terms of which are materially altered, upon the occurrence of any member of the Red Lion Group is not entitled (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adopttransactions contemplated by this Agreement, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make provide, with respect to the grant of any discretionary contributions or payments to any trust stock option, restricted stock, restricted stock unit or other funding vehicle equity-related award on or pay after the date hereof to the extent permitted by Section 4.2(c), that the vesting of any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establishsuch stock option, adoptrestricted stock, enter into, amend, suspend or terminate any collective bargaining agreement restricted stock unit or other contract with equity-related award or any labor union, except as required Kmart Benefit Plan shall accelerate or otherwise be affected by the terms occurrence of any collective bargaining agreement or other contract with any labor union in effect on of the date hereof; (vi) take any action that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in the Separation transactions contemplated by this Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship of any employee of, or independent contractor providing services to a Red Lion Entity so that such individual is no longer employed by or contracted with a Red Lion Entity.

Compensation and Benefit Plans. Except as required by applicable law or in connection with actions generally applicable to employees of Navy and its Subsidiaries in the relevant jurisdictions that are not specifically targeted at employees of the Red Lion Entitiesdisclosed on Schedule 3.1(l), Navy Company shall not and shall not permit the Red Lion Entities to: (i) increase the wagesenter into, salariesadopt, amend (except for such amendments as may be required by Applicable Legal Requirements) or terminate any Company Benefit Plan, or incentive compensation any agreement, arrangement, plan or incentive compensation opportunities policy between Company and one or more of any directorits directors or officers, officer(ii) except for normal payments, employee or other service provider of any member of the Red Lion Group (or who would be a director, officer, employee or other service provider of any member of the Red Lion Group as of the Effective Time); provided that such awards and increases in cash compensation shall be permitted for any individual who is not a director or senior executive of Red Lion in the ordinary course of business consistent with past practiceor as required by any plan or arrangement as in effect as of the date hereof, but increase in any manner the aggregate amount of all such increases among all such individuals shall not exceed $20 million (on an annualized basis); (ii) increase compensation or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, severance, benefits or other rights of any director, officer or employee or other service provider of Red Lion pay any benefit not required by any plan or any member of the Red Lion Group (or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group arrangement as in effect as of the Effective Timedate hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, provided that, Company, with Parent Bank’ prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, may offer retention bonuses to certain employees of Company in such amounts and to such employees as provided in the New Plan, provided further that, any retention bonuses payable under the New Plan shall not be paid to the employees until satisfactory completion of such employees’ duties under the retention bonus arrangements, (iii) enter into or otherwise pay renew any amount contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to which any director, officer or employee of compensation or other service provider benefits contingent, or the terms of which are materially altered, upon the occurrence of any member of the Red Lion Group is not entitled (transactions contemplated by this Agreement or who would be a director, employee or other service provider of Red Lion or any member of the Red Lion Group as of the Effective Time); (iii) establish, adopt, or become a party to any new employment, severance, retention, change in control or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Red Lion Employee Benefit Plan; provided that this clause shall not prohibit the Red Lion Entities from hiring at-will employees to replace employees who have left employment, so long as such hiring (and the applicable employment terms) are consistent with past practice; (iv) make any discretionary contributions or payments provide that, with respect to the right to any trust bonus or incentive compensation and the grant of any stock option, restricted stock, restricted stock unit or other funding vehicle equity-related award pursuant to the Company Plans or pay any discretionary premiums in respect of benefits under any Red Lion Employee Benefit Plan; (v) establish, adopt, enter into, amend, suspend otherwise granted on or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of any collective bargaining agreement or other contract with any labor union in effect on after the date hereof; (vi) take any action that would constitute a “plant closing” or “mass layoff” at any Red Lion Facility (as defined in , the Separation Agreement) under the Worker Adjustment and Retraining Notification Act or (vii) transfer the employment or service relationship vesting of any employee ofsuch bonus, incentive compensation, or independent contractor providing services to a Red Lion Entity so that such individual is no longer employed stock option, restricted stock, restricted stock unit or other equity-related award shall accelerate or otherwise be affected by the occurrence of any of the transactions contemplated by this Agreement, either alone or contracted in combination with a Red Lion Entitysome other event.