Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. The Company shall not, and shall not permit any of its Subsidiaries to: (i) grant any increases in the compensation payable or to become payable to any of the directors or officers listed in Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or elected subsequent thereto (the “Corporate Officers”), except increases made in the ordinary course of business substantially consistent with past practice, and provided, that payments of bonuses to Corporate Officers of the Company in 2008 in accordance with the terms of the 2007 bonus plan described in Schedule 4.1(j) of the Company Disclosure Letter (a true, correct and complete copy has been provided to Parent) shall not (for purposes of this Section 4.1(j)) constitute an increase in compensation nor shall the establishment of a 2008 bonus plan on terms substantially consistent with the 2007 bonus plan; (ii) pay or agree to pay to any Corporate Officer, whether past or present, any material pension, retirement allowance or other employee benefit not required by any of the Company’s existing Employee Benefit Plans or otherwise contemplated by this Agreement; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer of the Company; or (iv) except as otherwise done pursuant to an acquisition permitted by Section 4.1(d), establish or become obligated under any collective bargaining agreement 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 (other than any new collective bargaining agreement or Employee Benefit Plan that replaces an existing agreement or plan and contains terms that in the aggregate are not materially less favorable to the Company than the agreement or plan being replaced), or amend any such plan, agreement or arrangement in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company. In relation to any UK Benefit Plan, the Company shall not, and shall not permit, other than as compelled by law, any of its Subsidiaries to: (i) make any material change to such UK Benefit Plan or to the benefits provided under it, or (ii) take any action or fail to take any action within its control with respect to which such action or inaction would, or would reasonably be expected to, cause the UK Pensions Regulator to exercise its powers under Section 38, 43, 47 or 52 of the Pensions Act 2004 (other than as a result of the transactions contemplated by this Agreement).

Certain Employee Matters. The 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: to (iA) grant any increases in 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 the directors or officers listed in Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or elected subsequent thereto (the “Corporate Officers”)its Subsidiaries, except increases made in the ordinary course of business substantially consistent with past practicepractice (provided that any across-the-board increase in compensation or other benefits payable shall be made only with the prior written consent of Parent), and provided(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, that payments of bonuses grant any severance or termination pay or retention bonus to Corporate Officers any employee of the Company in 2008 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 2007 bonus plan described Company’s severance policy in Schedule 4.1(jeffect on the date of this Agreement and listed in Section 4.14(a) of the Company Disclosure Letter Schedule), (a trueE) enter into or amend any individual employment arrangement with any officer or other employee of the Company or any of its Subsidiaries, correct and complete copy has been provided (F) accelerate the payment or vesting of benefits or amounts payable or to Parentbecome payable under any Company Benefit Plan or Foreign Benefit Plan, (G) shall not (for purposes of this Section 4.1(j)) constitute an increase in compensation nor shall the establishment of a 2008 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 terms substantially the achievement of the pre-established performance goals, as adjusted (in a manner consistent with the 2007 bonus plan; (iirequirements of Section 162(m) pay or agree to pay to any Corporate Officer, whether past or present, any material pension, retirement allowance or other employee benefit not required by any of the Company’s existing Employee Benefit Plans or otherwise contemplated by this Agreement; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement Code and in a manner consistent with any Corporate Officer Section 6.1 of the Company; or (ivCompany Disclosure Schedule) except as otherwise done pursuant from time to an acquisition permitted time by Section 4.1(d), establish or become obligated under any collective bargaining agreement or Employee Benefit Plan which was not in existence or approved by the Compensation Committee of the Board of Directors of the Company, and consistent with the terms of Company prior to the date of this Agreement (other than any new collective bargaining agreement or Employee Benefit Plan that replaces an existing agreement or plan and contains terms that bonus plans as in the aggregate are not materially less favorable to the Company than the agreement or plan being replaced), or amend any such plan, agreement or arrangement in existence effect on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company. In relation to any UK Benefit Plan, the Company shall not, and shall not permit, other than as compelled by law, any of its Subsidiaries to: (i) make any material change to such UK Benefit Plan or to the benefits provided under it, or (ii) take any action or fail to take any action within its control with respect to which such action or inaction would, or would reasonably be expected to, cause the UK Pensions Regulator to exercise its powers under Section 38, 43, 47 or 52 of the Pensions Act 2004 (other than as a result of the transactions contemplated by this Agreement).;

Certain Employee Matters. The Except as required by applicable law or the terms of any Employee Benefit Plan, collective bargaining agreement or other labor agreement in existence on the date hereof, as applicable, the Company shall not, and shall not permit any of its Subsidiaries to: (i) grant any increases in the compensation compensation, incentives or benefits payable or to become payable to any of the directors its directors, officers or officers listed employees, consultants, agents or individual independent contractors except for increases in Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or elected subsequent thereto (the “Corporate Officers”), except increases salaries made in the ordinary course of business substantially consistent with past practicefor any employee whose annual base salary is less than $300,000, and provided, provided that payments of bonuses to Corporate Officers directors, officers and Key Employees in the ordinary course of business or as approved by the Compensation Committee of the Board of Directors of the Company in 2008 in accordance with or the terms Board of the 2007 bonus plan described in Schedule 4.1(j) Directors of the Company Disclosure Letter (a trueprior to the date hereof shall not, correct and complete copy has been provided to Parent) shall not (for purposes of this Section 4.1(j)) constitute an increase in compensation nor shall the establishment of a 2008 bonus plan on terms substantially consistent with the 2007 bonus plancompensation; (ii) pay or agree to pay to any Corporate Officerdirector, officer or employee, consultant, agent or individual independent contractor, whether past or present, any material pension, retirement allowance or other employee benefit not required by any of the Company’s or any of its Subsidiaries’ existing Employee Benefit Plans (or otherwise contemplated by this Agreementany 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 Corporate Officer director, officer, employee, consultant, agent or individual independent contractor other than with respect to new hires made not in contravention of the CompanySection 4.1(j)(vi) below; or (iv) except as otherwise done pursuant to an acquisition permitted by Section 4.1(d), 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 (other than any new collective bargaining agreement or Employee Benefit Plan that replaces an existing agreement or plan and contains terms that in the aggregate are not materially less favorable to the Company than the agreement or plan being replaced)Agreement, or amend any such plan, agreement plan or arrangement in existence on the date of this Agreement if such amendment would be on terms that are have the effect of materially adverse enhancing any benefits thereunder; (v) take any action to accelerate the Company. In relation 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 UK Benefit Plan, Key Employee of the Company shall not, and shall not permit, other than as compelled by law, or any of its Subsidiaries to: (i) make other than any material change to such UK Benefit Plan or to the benefits provided under it, termination for “cause”; or (iiviii) take implement any action or fail to take any action within its control with respect to which such action or inaction would, or would reasonably be expected to, cause employee layoffs requiring notice under the UK Pensions Regulator to exercise its powers under Section 38, 43, 47 or 52 of the Pensions Act 2004 (other than as a result of the transactions contemplated by this Agreement)WARN Act.