definiens: as defined in Section 3(3 ) of ERISAor other any other arrangement that would be an employee benefit plan under ERISA if it were in existence as of the dateof 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 anyplan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan that is not an employeebenefit plan under ERISA if it were in existence as of the date of this Agreement, except in the Ordinary Course ofBusiness or as required by applicable Legal Requirements, ( D ) grant any increase in the rates of salaries, compensation orfringe or other benefits payable to any Executive ( other than as required by applicable Legal Requirements or pursuantto non - discretionary provisions of Contracts in effect as of the date hereof that have been disclosed to Parent and, even inthe event of Parent ’s consent to any such increase, only to the extent that the Compensation Committee has dulyapproved such action as an Employment Compensation Arrangement ), ( E ) grant any increase in the rates of salaries, compensation or fringe or other benefits payable to any employee other than an Executive, except ( i ) regular cost ofliving increases in the Ordinary Course of Business, ( ii ) merit based increases in the Ordinary Course of Business or(iii ) equity adjustments ( i.e. market based increases ) in an amount that does not exceed the lesser of ( x ) 10 % of theemployee ’s base salary before the increase or ( y ) $ 10,000 and, in any event, to no more than 20 % of the Company ’s orany Company Subsidiary ’s employees as of the date of this Agreement ) and except, with respect to all of the foregoing, for increases that are required by Legal Requirements or pursuant to non - discretionary provisions of Contracts in effect asof the date hereof that have been disclosed to Parent, ( F ) grant or pay any bonus of any kind or amount whatsoever toany current or former director or officer or any employee of the Company or any Company Subsidiary ( other thancommissions payable to sales personnel in accordance with plans in effect as of the date of this Agreement and consistentwith past practice and, with respect to employees that are not officers, pursuant to the non - discretionary provisions ofContracts in effect as of the date of this Agreement ), ( G ) grant or pay any severance or termination pay or increase in any 45manner the severance or termination pay of any current or former director, officer, employee or consultant of theCompany or any Company Subsidiary outside the Ordinary Course of Business and other than as required by applicableLegal Requirements or pursuant to non - discretionary provisions of Contracts in effect as of the date hereof that havebeen 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 applicableLegal Requirements, ( J ) take any action to secure, accelerate or accelerate the vesting of the payment after the EffectiveTime of compensation or benefits under any employee plan, Contract or Company Plan, other than as required byapplicable Legal Requirements or pursuant to non - discretionary provisions of Contracts in effect as of the date hereofthat have been disclosed to Parent, ( K ) fail to take such action as would be reasonable under the circumstances to enforceany rights of the Company or any Company Subsidiary under any employment agreement, severance agreement, noncompete agreement, nonsolicitation agreement, covenant not to disclose, confidential information or other similaragreement with respect to any current or former employee or independent contractor of the Company or any CompanySubsidiary in effect as of the date of this Agreement, or ( L ) materially change any actuarial or other assumption used tocalculate funding obligations with respect to any Company Plan or change the manner in which contributions to anyCompany Plan are made or the basis on which such contributions are determined;(m ) plan, announce, implement or effect any material reduction in labor force, lay - off, early retirement program, orseverance program involving the termination of employment of employees of the Company or any Company Subsidiaryother than routine employee performance - related terminations;(n ) settle or compromise any Legal Proceeding ( whether or not commenced prior to the date of this Agreement),other than settlements or compromises of Legal Proceedings where the amount paid ( after giving effect to insuranceproceeds actually received ) in settlement or compromise does not exceed the Company ’s reserves on its books thereforby more than $ 500,000, or for any Legal Proceeding for which the Company has not yet reserved, in an amount thereforthat does not exceed $ 500,000;(o ) except as expressly permitted under Section 5.1(l ), enter into any new, or materially amend or prematurelyterminate any current, Material Contract or waive, release or assign any material rights or claims under any MaterialContract ( 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 the Company ’s or anyof the Company Subsidiaries ’ products under which the Company or a Company Subsidiary is obligated or could beexpected 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