definiens: as defined in Section 3(3 ) ofERISA or other any other arrangement that would be an employee benefit plan under ERISA if it were in existence as of thedate of this Agreement, except as required by applicable Legal Requirements, or ( ii ) establish, adopt, enter into, amend orterminate any collective bargaining agreement, Company Plan that is not an employee benefit plan under ERISA or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan that is not an employee benefitplan under ERISA if it were in existence as of the date of this Agreement, except in the Ordinary Course of Business or asrequired by applicable Legal Requirements, ( D ) grant any increase in the rates of salaries, compensation or fringe or otherbenefits payable to any Executive ( other than as required by applicable Legal Requirements or pursuant to non - discretionaryprovisions of Contracts in effect as of the date hereof that have been disclosed to Parent and, even in the event of Parent’sconsent to any such increase, only to the extent that the Compensation Committee has duly approved such action as anEmployment Compensation41Arrangement ), ( E ) grant any increase in the rates of salaries, compensation or fringe or other benefits payable to any employeeother than an Executive, except ( i ) regular cost of living increases in the Ordinary Course of Business, ( ii ) merit basedincreases in the Ordinary Course of Business or ( iii ) equity adjustments ( i.e. market based increases ) in an amount that doesnot exceed the lesser of ( A ) 10 % of the employee ’s base salary before the increase or ( B ) $ 10,000 and, in any event, to nomore than 20 % of the Company ’s or any Company Subsidiary ’s employees as of the date of this Agreement ) and except, withrespect to all of the foregoing, for increases that are required by Legal Requirements or pursuant to non - discretionaryprovisions of Contracts in effect as of the date hereof that have been disclosed to Parent, ( F ) grant or pay any bonus of anykind or amount whatsoever to any current or former director or officer or any employee of the Company or any CompanySubsidiary ( other than commissions payable to sales personnel in accordance with plans in effect as of the date of thisAgreement and consistent with past practice and, with respect to employees that are not officers, pursuant to the non - discretionary provisions of Contracts in effect as of the date of this Agreement ), ( G ) grant or pay any severance or terminationpay or increase in any manner the severance or termination pay of any current or former director, officer, employee orconsultant of the Company or any Company Subsidiary outside the Ordinary Course of Business and other than as requiredby applicable Legal Requirements or pursuant to non - discretionary provisions of Contracts in effect as of the date hereof thathave been disclosed to Parent, ( H ) waive any material restrictions in any Company Plan or agreements or awards madethereunder, ( I ) amend or modify any Company Option, except as required pursuant to this Agreement or by applicable LegalRequirements, ( J ) take any action to secure, accelerate or accelerate the vesting of the payment after the Effective Time ofcompensation or benefits under any employee plan, Contract or Company Plan, other than as required by applicable LegalRequirements or pursuant to non - discretionary provisions of Contracts in effect as of the date hereof that have been disclosedto Parent, ( K ) fail to take such action as would be reasonable under the circumstances to enforce any rights of the Company orany Company Subsidiary under any employment agreement, severance agreement, noncompete agreement, nonsolicitationagreement, covenant not to disclose, confidential information or other similar agreement with respect to any current or formeremployee or independent contractor of the Company or any Company Subsidiary in effect as of the date of this Agreement, or(L ) materially change any actuarial or other assumption used to calculate funding obligations with respect to any CompanyPlan or change the manner in which contributions to any Company Plan are made or the basis on which such contributions aredetermined;(m ) plan, announce, implement or effect any material reduction in labor force, lay - off, early retirementprogram, or severance program involving the termination of employment of employees of the Company or any CompanySubsidiary other than routine employee performance - related terminations;(n ) settle or compromise any Legal Proceeding ( whether or not commenced prior to the date of thisAgreement ), other than settlements or compromises of Legal Proceedings where the amount paid ( after giving effect toinsurance proceeds actually received ) in settlement or compromise does not exceed the Company ’s reserves on its bookstherefor by more than $ 500,000, or for any Legal Proceeding for which the Company has not yet reserved, in an amounttherefor that does not exceed $ 500,000;42(o ) except as expressly permitted under Section 5.1(l ), enter into any new, or materially amend orprematurely terminate any current, Material Contract or waive, release or assign any material rights or claims under anyMaterial Contract ( except in the Ordinary Course of Business or where the failure to amend or terminate a Material Contractwould, in the reasonable judgment of the Company Board, have a material adverse impact on the Company);(p ) enter into any new or renew or amend any existing Contract relating to the distribution of theCompany ’s or any of the Company Subsidiaries ’ products under which the Company or a Company Subsidiary is obligated orcould be expected to pay or receive more than $ 250,000 in any fiscal year and that is not terminable or cancelable by theCompany on less than 91 days notice after the Acceptance Time