ANY OF ITS SUBSIDIARIES, EXCEPT FOR INCREASES IN SALARY OR
WAGE RATES IN THE ORDINARY COURSE OF BUSINESS OR AS REQUIRED BY THE TERMS OF
AGREEMENTS OR PLANS CURRENTLY IN EFFECT AND LISTED ON SCHEDULE 3.10(A) OF THE
SELLER DISCLOSURE SCHEDULE OR WITH RESPECT TO ANY EMPLOYEE LISTED ON SCHEDULE
5.8(A)(II) OF THE SELLER DISCLOSURE SCHEDULE, (II) ESTABLISH, AMEND, PAY, AGREE
TO GRANT OR INCREASE ANY SPECIAL BONUS, SALE BONUS, STAY BONUS, RETENTION BONUS,
DEAL BONUS, EMERGENCE AWARD OR CHANGE IN CONTROL BONUS OR ANY OTHER BENEFIT
UNDER SELLER'S PERFORMANCE RETENTION PLAN OR OTHER PLAN, AGREEMENT, AWARD OR
ARRANGEMENT, OTHER THAN ANY SUCH AWARD, ENTITLEMENT OR ARRANGEMENT THAT WILL BE
FULLY PAID AND SATISFIED ON OR PRIOR TO THE CLOSING DATE (OTHER THAN ANY SALE
BONUS UNDER THE SALE BONUS PROGRAM AS PROVIDED BELOW OR AS OTHERWISE PROVIDED IN
THE PARENTHETICAL AT THE END OF THIS CLAUSE (II) WITH RESPECT TO AWARDS OTHER
THAN AWARDS UNDER THE SALE BONUS PROGRAM OR SELLER'S PERFORMANCE RETENTION PLAN)
AND THE LIABILITIES OF WHICH WILL BE EXCLUDED LIABILITIES OR, WITH RESPECT TO
ANY SALE BONUS UNDER THE SALE BONUS PROGRAM, TO THE EXTENT (BUT ONLY TO THE
EXTENT) ANY SUCH SALE BONUS AMOUNT IS REFLECTED IN THE CLOSING NET LIABILITIES
AMOUNT USED IN CALCULATING THE FINAL ADJUSTMENT AMOUNT (PROVIDED, HOWEVER, THAT
AN AWARD, ENTITLEMENT OR ARRANGEMENT UNDER THIS CLAUSE (II) GRANTED TO AN
EMPLOYEE LISTED ON SCHEDULE 5.8(A)(II) OF THE SELLER DISCLOSURE SCHEDULE MAY BE
PAID BY SELLER IN ACCORDANCE WITH ITS TERMS; PROVIDED, FURTHER, THAT (X) ALL
PAYMENTS THAT PURSUANT TO THE TERM OF SUCH AWARD, ENTITLEMENT OR ARRANGEMENT ARE
TO BE PAID ON OR PRIOR TO THE CLOSING SHALL BE PAID BY SELLER ON OR PRIOR TO THE
CLOSING AND (Y) IF BUYER OFFERS EMPLOYMENT TO ANY SUCH EMPLOYEE PURSUANT TO
SECTION 5.8(A) AND SUCH EMPLOYEE BECOMES A TRANSFERRED EMPLOYEE, SELLER SHALL
FULLY PAY AND SATISFY ANY SUCH AWARD, ENTITLEMENT OR ARRANGEMENT AS TO SUCH
INDIVIDUAL ON OR PRIOR TO THE CLOSING DATE), (III) EXCEPT AS PROVIDED IN CLAUSE
(II) OR AS REQUIRED BY LAW, ESTABLISH, ADOPT, ENTER INTO,
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AMEND OR TERMINATE ANY BENEFIT PLAN (OTHER THAN ANY BROAD BASED HEALTH OR
WELFARE PLAN) OR ANY PLAN, AGREEMENT, PROGRAM, POLICY, TRUST, FUND OR OTHER
ARRANGEMENT THAT WOULD BE A BENEFIT PLAN IF IT WERE IN EXISTENCE AS OF THE DATE
OF THIS AGREEMENT, (IV) HIRE ANY EMPLOYEE FOR ANY SPECIFIED BUSINESS WITH ANNUAL
COMPENSATION IN EXCESS OF THE AMOUNT OF COMPENSATION FOR A PERSON IN A SIMILAR
POSITION CONSISTENT WITH PAST PRACTICE, OTHER THAN TO FILL VACANCIES ARISING IN
THE ORDINARY COURSE OF BUSINESS, (V) ENTER INTO ANY NEW EMPLOYMENT OR SEVERANCE
AGREEMENTS OR AMEND ANY SUCH EXISTING AGREEMENT WITH ANY EMPLOYEE (PROVIDED,
THAT THE FOREGOING SHALL NOT RESTRICT SELLER FROM TAKING ANY SUCH ACTION WITH
RESPECT TO AN EMPLOYEE LISTED ON SCHEDULE 5.8(A)(II) OF THE SELLER DISCLOSURE
SCHEDULE SO LONG AS PARENT OR BUYER, AS APPLICABLE, WILL NOT BE BOUND BY ANY
SUCH ACTION (INCLUDING AS IT MAY RELATE