Common use of Agreement Effective Date Clause in Contracts

Agreement Effective Date. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, during the period (the "Employment Period") beginning on the earlier of the Effective Time of the Merger (as defined in the Merger Agreement) or the occurrence of a Change in Control (as defined below) (the date of the earlier of such events, the "Agreement Effective Date") and ending on the later of the third anniversary of the Agreement Effective Date or January 1, 2006; provided, that if the Merger Agreement is terminated as a result of a Change in Control occurring before the Effective Time of the Merger, the Employment Period shall not begin unless and until the Executive expressly reaffirms by written notice to the Company the waiver of vesting of the Deferred Options set forth in Section 1(b) below; and provided further that if the Merger Agreement is terminated as a result of a Change in Control occurring before the Effective Time of the Merger, this Agreement shall immediately be null and void ab initio and of no further effect unless the Executive expressly reaffirms the waiver of vesting of the Deferred Options within ten business days after (i) in the case of a Change of Control as described in Section 1(c)(iii) below, the date the Company publicly announces that it has entered into a definitive agreement pursuant to which the Change of Control will occur, and (ii) in the case of any other Change of Control, the date of such Change of Control.