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 its directors, officers or key employees (the "Corporate Officers"), except increases made in the ordinary course of business substantially consistent with past practice, and provided that it shall not constitute an increase in compensation; (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 Foreign Benefit Plans; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer of the Company or any of its Subsidiaries; 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 or Foreign 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, Employee Benefit Plan or Foreign Benefit Plans 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 Employee Benefit Plan or Foreign Benefit Plan in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)

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Certain Employee Matters. The Except as required pursuant to existing Company Benefit Plans in effect as of the date of this Agreement, 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 any of its directors, officers directors or key employees (the "Corporate Officers")executive officers, except increases made in the ordinary course of business substantially consistent with past practice, and provided that it shall not constitute an increase (B) authorize general increases in compensation; (ii) pay or agree to pay to any Corporate Officer, whether past or present, any material pension, retirement allowance the compensation or other employee benefit not required by any of benefits payable or to become payable to the Company's existing Employee Benefit Plans or Foreign Benefit Plans; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer other employees of the Company or any of its Subsidiaries; , except in the ordinary course of business (including, for this purpose, the normal salary and bonus compensation review process conducted each year), (C) grant any severance or termination pay (iv) except as otherwise done pursuant required under applicable Law) or retention bonus to, or enter into any severance agreement with, any director, officer or employee of the Company (other than severance pay payable to an acquisition permitted by Section 4.1(demployees of the Company who are not executive officers in accordance with the Company’s severance policy as of the date of this Agreement), establish (D) enter into or amend any employment agreement with any executive officer of the Company (except as permitted under clause (A) above), (E) accelerate the payment or vesting of benefits or amounts payable or to become obligated payable under any collective bargaining agreement or Employee Company Benefit Plan or Foreign Benefit Plan, (F) adopt or make any commitment to adopt any material new Company Benefit Plan which was not in existence or approved by the Board of Directors of the Company prior to the date of this Agreement (make any material contribution, other than regularly scheduled contributions, to any new Company Benefit Plan, or (G) establish, adopt, enter into or amend in a material way any collective bargaining agreement, Employee Benefit Plan plan, trust, fund, policy or Foreign Benefit Plans that replaces an existing agreement arrangement for the benefit of any current or plan and contains terms that in the aggregate are not materially less favorable to former directors, officers or employees of the Company than the agreement of any of its Subsidiaries or plan being replaced), or amend any such Employee Benefit Plan or Foreign Benefit Plan in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company.their beneficiaries;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Shamir Optica Holdings A.C.S. Ltd.)

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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 its directors, officers or key employees (the "Corporate Officers"), except increases made in the ordinary course of business substantially consistent with past practice, and provided that it payments of annual 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 constitute an increase in compensation; (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 ’s existing Employee Benefit Plans or Foreign Benefit Plans; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer of the Company or any of its Subsidiaries; 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 or Foreign 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, Employee Benefit Plan or Foreign Benefit Plans 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 Employee Benefit Plan or Foreign Benefit Plan in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company.on

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman CORP)

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