Common use of New Employment Arrangements Clause in Contracts

New Employment Arrangements. (a) Parent, in its sole discretion, may offer “at will” employment by Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date. Such “at-will” employment arrangements (each, an “Offer Letter”) will state the terms and conditions, including the salary of such Employee, which will be determined by Parent, and supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind. (b) At least one (1) Business Day prior to Closing, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of the Effective Time.

New Employment Arrangements. (a) Parent, in its sole discretion, may Parent or the Surviving Corporation will offer all Employees “at at-will” employment by Parent or a Subsidiary of Parent (including and/or the Surviving Corporation or its Subsidiaries) Corporation, to selected individuals who were Employees be effective as of the Company or its Subsidiaries immediately prior to the Closing Date, upon proof of a legal right to work in the United States. Such “at-will” employment arrangements will: (i) be set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) will state be subject to and in compliance with Parent’s applicable policies and procedures, including, but not limited to, employment background checks and the terms execution of an employee proprietary information agreement governing employment conduct and conditionsperformance, (iii) have terms, including the salary of such Employeeposition and salary, which will be determined by ParentParent after consultation with the Company’s management (provided that the total target cash compensation of each Employee shall not be less than such Employee’s total target cash compensation with the Company), (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been eligible, and (v) supersede any prior express or implied employment agreements and other arrangements with such employee agreements, arrangements, representations, or offer letters in effect prior to the Closing Date (other than any proprietary rightsDate. As a condition of employment, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Employees will be required to sign Parent’s Invention standard form of Agreement Concerning Terms and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code Conditions of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind. (b) At least one (1) Business Day prior to Closing, the Company shall deliver to Parent validly executed Welcome Packet Documents Employment in substantially the form attached hereto as Exhibit G D, including a non-competition covenant in favor of Parent for a period of one (1) year following termination of such employee. (b) Following the Effective Time, each individual employee of the Company who remains an employee of Parent or the Surviving Corporation after the Closing Date (a “Continuing Employee”) shall become eligible to participate, upon the same terms and conditions, in the various employee benefit plans which Parent or its affiliates maintain for their similarly situated employees, provided that Parent may maintain one or more Company Employee Plans for a transition period following the Closing Date in satisfaction of its obligations under this Section 5.10(b). Each Continuing Employee shall receive credit for all periods of employment with the Company or any Company Subsidiary prior to the Effective Time for purposes of vesting, eligibility and benefit levels under any Parent employee benefit plan in which such employee participates after the Effective Time, to the same extent and for the same purposes as such service was recognized under any analogous Company Employee Plan in effect immediately prior to the Effective Time, except where doing so would result in duplication of benefits. Parent shall use commercially reasonable efforts to (i) waive all pre-existing condition exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to Continuing Employees under any medical plans in which such employees participate after the Effective Time and (ii) credit Continuing Employees and their eligible dependents with credit for any co-payments or deductibles made under Company Employee Plans for the year in which the Closing occurs under comparable medical, dental and vision plans of Parent for the purpose of satisfying applicable deductible, out-of-pocket or similar requirements under such Parent plans. (c) Parent shall, or shall cause the Surviving Corporation to, honor the company severance policy until the first anniversary of the Effective Time in accordance with the terms listed on Schedule 5.11(b5.10(c) (hereto. Parent shall, or shall cause the “Key Employees”Surviving Corporation to, honor the Company 2009 bonus and commission plans listed on Schedule 5.10(c) hereto in accordance with their terms, and all other shall pay to each Continuing Employees which shall be effective Employee as of February 28, 2010, the aggregate amount of such Continuing Employee’s target bonus (or if greater, actual bonus) under such plans. For a period of six (6) months following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain the total target cash compensation of each Continuing Employee at a level at least equal to the total target cash compensation of such Continuing Employee as of immediately prior to the Effective Time. Furthermore, nothing contained in this Section 5.10 shall require or imply that the employment of Continuing Employees will continue for any particular period of time following the Effective Time. This Section 5.10 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any third-party beneficiary hereunder, or be interpreted as an amendment to any plan of Parent or any subsidiary of Parent. Nothing in this section shall result in duplication of benefits provided to Continuing Employees.

New Employment Arrangements. (ai) Parent, in its sole discretion, Parent may offer certain Employees “at will” employment by Parent or and/or a Subsidiary subsidiary of Parent (including the Surviving Corporation whether as a continuing employee or its Subsidiaries) as a transitional employee, to selected individuals who were Employees be effective as of the Company or its Subsidiaries immediately prior to the Closing Date, upon proof of a legal right to work in the United States. Such “at-at will” employment arrangements will: (i) be set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) will state be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the terms execution of Parent’s employee proprietary information agreement, governing employment conduct and conditionsperformance, (iii) have terms, including the salary of position and salary, equivalent to each such Employee’s current terms of employment with the Company, which will be determined by Parent, (iv) credit the Employee’s service with the Company equivalent to service with Parent for all purposes and (v) supersede any prior express or implied employment agreements and other arrangements with such employee agreements, arrangements, representations, or offer letter in effect prior to the Closing Date Date. (other than ii) Subsequent to the execution of this Agreement, the Company shall not take any proprietary rights, confidentiality, non-competition action that would reasonably be expected to cause each continuing employee and assignment transitional employee who accepts their offer of inventions agreements). Each employment with Parent to not sign an Offer Letter or to not cause such Offer Letter to remain in full force and effect through the Closing Date. (iii) Prior to any employee of the Company, whose employment with the Company or its Subsidiaries who is terminated after the date hereof and prior to the Closing (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United Stateseach, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Terminated Employee.” Notwithstanding anything ”), receiving or becoming entitled to receive any severance payment to which such Terminated Employee did not have a legally binding right pursuant to an arrangement that was in this Agreement place prior to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary date of this Agreement and nothing is disclosed in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind. (b) At least one (1) Business Day prior to Closing, the Company shall deliver Disclosure Letter, such Terminated Employee must execute and return a valid release and waiver each in form and substance reasonably satisfactory to Parent validly executed Welcome Packet Documents (a “Employee Termination Release”). Prior to any Terminated Employee receiving or becoming entitled to receive any severance payment under the Company’s Amended and Restated Severance Benefit Plan dated effective December 9, 2011 (the “Severance Benefit Plan”) or the Key Employee Change in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) Control Severance Benefit Plan (the “Key EmployeesEmployee Severance Benefit Plan”) ), such Terminated Employee must execute and all other Continuing Employees which shall be effective return a valid release agreement in the applicable form attached as of an exhibit to the Effective TimeSeverance Benefit Plan or the Key Employee Severance Benefit Plan, as applicable in accordance with the terms provided by the applicable Plan.

New Employment Arrangements. (a) At the discretion of Parent, in each person who is a U.S. employee of the Company or its sole discretion, may offer subsidiaries immediately prior to the Closing Date shall be offered “at at-will” employment by Parent or a Subsidiary of Parent (including and/or the Surviving Corporation or its Subsidiaries) Corporation, to selected individuals who were Employees be effective as of the Company or its Subsidiaries immediately prior to the Closing Date, upon proof of citizenship or appropriate employment authorization from the U.S. Immigration and Naturalization Service or the U.S. Department of State evidencing a right to work in the United States. Such “at-will” employment arrangements will (i) be set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”), (ii) will state the terms be subject to and conditionsin compliance with Parent’s applicable human resources policies and procedures, (iii) have terms, including the position, salary and responsibilities of such Employeeemployee, which will be determined by ParentParent after consultation with the Company’s management, and (iv) supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rightsDate. At the discretion of Parent, confidentiality, each person who is a non-competition and assignment U.S. employee of inventions agreements)the Company or its subsidiaries immediately prior to the Closing Date shall be offered employment under terms similar to the ones above but consistent with the laws of the relevant jurisdiction. Each employee listed on Schedule 5.12 (a “Key Employee”) shall execute an Offer Letter, which Offer Letters shall be effective as of the Closing Date. Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes remains an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including after the Surviving Corporation or its Subsidiaries) as required by Law outside the United States Closing Date shall be referred to herein hereafter as a “Continuing Employee.” Notwithstanding anything in this Agreement Continuing Employees shall be eligible to receive benefits consistent with Parent’s applicable human resources policies and comparable to similarly situated employees at Parent to the contrary, no extent such Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary are eligible. In furtherance of this Agreement and nothing in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind. (b) At least one (1) Business Day prior to Closingforegoing, the Company shall deliver terminate all employment agreements and other severance arrangements with its employees other than the Company’s Proprietary Information Agreements and the Employment Agreement dated January 1, 2002 between the Company and Xxxx Xxxxxxxx and shall use its commercially reasonable efforts to terminate any other employment-related agreements specified in writing by Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of the Closing Date or such later date as is specified by Parent. For vesting and eligibility under any Parent 401(k) plan for which a Continuing Employee becomes eligible after the Effective Time, each Continuing Employee shall be credited with his or her years of service with the Company before the Effective Time. After the Effective Time, each Continuing Employee shall receive credit for future vacation accruals under Parent vacation policies for years of service with the Company prior to the Effective Time. With respect to any employees of the Company whose employment had not terminated prior to the Closing and who were eligible to receive bonus payments under the terms of the Company’s 2003 Bonus Plan (the “2003 Bonus Plan”), Parent agrees to pay any accrued bonuses under such 2003 Bonus Plan to such employees if such employee remained employed by the Company through December 31, 2003.

New Employment Arrangements. (a) Parent, in its sole discretion, The Buyer may offer “at will” employment by Parent or a Subsidiary of Parent (certain FS Business Employees, including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date. Such Key Employees, “at-will” employment arrangements or an independent contractor arrangement with the Buyer or any of its Subsidiaries, to be effective as of the Closing Date, upon proof of a legal right to work in the United States. Such offer will: (i) be set forth in offer letters on the Buyer’s standard form (each, an “Offer Letter”), (ii) will state be subject to and in compliance with the terms Buyer’s applicable policies and conditionsprocedures, including background checks and the execution of the Buyer’s proprietary information agreement, governing conduct and performance, (iii) have terms, including the salary of such Employeeposition and salary, which will be determined by Parentthe Buyer after consultation with the Company’s management, (iv) include, if applicable, an amendment or waiver by the FS Business Employee affirming that such FS Business Employee’s change of control, severance or other related benefits are not being assumed by the Buyer and (v) supersede any prior express or implied employment agreements and other arrangements with such employee agreements, arrangement or offer letter in effect prior to the Closing Date (other than any proprietary rightsDate. Such offers, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnelif any, shall be deemed to be a third-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify made as soon as reasonably practicable following the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kinddate hereof. (b) At least one (1) Business Day prior Subsequent to Closingthe execution of this Agreement, the Company shall deliver not seek to Parent validly executed Welcome Packet Documents in substantially dissuade any Key Employee from accepting the form attached hereto Buyer’s offer of employment and signing an Offer Letter. The Company shall release from employment, no later than the Closing Date, each Transferred Employee and shall not enforce against any Transferred Employee any confidentiality, non-compete, non-solicit or similar contractual obligations, or otherwise assert with respect to any such Transferred Employee or the Buyer or any of its Affiliates claims that would otherwise prohibit or place conditions on such Transferred Employee’s acceptance of an Offer Letter or employment by the Buyer or any of its Affiliates or any actions taken by such Transferred Employee as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as an employee of the Effective TimeBuyer or any of its Affiliates.

New Employment Arrangements. (a) Parent, in its sole discretion, may offer “at will” employment by Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date. Such “at-will” employment arrangements (each, an “Offer Letter”) will state the terms and conditions, including the salary of such Employee, which will be determined by Parent, and supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in Each of the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation AgreementAgreements executed concurrently with this Agreement shall be in full force and effect and shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto. (ii) Each of the Key Employee Offer Letters executed by each of the Key Employees concurrently with this Agreement shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by the respective signatories thereto, and no Key Employee shall have terminated his or her employment with the Company or any of its Subsidiaries or expressed an intention or interest (whether formally or informally) in, or taken action toward terminating his or her employment with the Company or any of its Subsidiaries at or prior to the Closing, or with the Surviving Corporation, Surviving LLC or Parent or any of its Subsidiaries following the Closing. All of the Key Employees (A) shall have satisfied Parent’s customary employee background investigation, (ivB) shall have executed Parent’s Inventions and Proprietary Rights Assignment Agreement and acknowledged receipt of Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media PolicyConduct, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (viiC) shall be collectively referred eligible to as work in the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee jurisdiction of Parent his or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kindher employing entity. (biii) At least one ninety percent (190%) Business Day of the Other Employees: (A) shall have signed an offer letter, employment agreement or contractor agreement that is in form and substance acceptable to Parent, in each case effective on the Closing Date, provided that such letters or agreements provide for a base salary and target bonus for each such Other Employee that is no less favorable in the aggregate for such Other Employee than those in effect as of prior to the Closing, (B) shall not have revoked, rescinded or otherwise repudiated his or her offer letter, employment agreement or contractor agreement or terminated his or her employment or contractor relationship with the Company shall deliver or any of its Subsidiaries (other than due to Parent validly executed Welcome Packet Documents death or disability of such Other Employee, in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which event such Other Employee shall be effective as excluded from the numerator and denominator for the purposes of calculating whether or not the Effective Time90% threshold necessary to satisfy the condition described in this Section 6.2(i)(iii) has been satisfied) or expressed an intention or interest (whether formally or informally) in, or taken action toward, terminating his or her employment or contractor relationship with the Company or any of its Subsidiaries at or prior to the Closing, or with the Surviving Corporation, Surviving LLC or Parent or any of its Subsidiaries following the Closing, (C) shall have satisfied Parent’s customary employee or contractor background investigation (which includes the absence of a record of any criminal conviction in all applicable court and police records), (D) shall have executed Parent’s Inventions and Proprietary Rights Assignment Agreement and acknowledged receipt of Parent’s Code of Conduct, and (E) shall be eligible to work in the jurisdiction of his or her employing entity.

New Employment Arrangements. (a) Parent, in its sole discretion, may offer “at will” employment by Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date. Such “at-will” employment arrangements (each, an “Offer Letter”) will state the terms and conditions, including the salary of such Employee, which will be determined by Parent, and supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in Four out of five of the United States, Key Executives shall have (iiA) the Parent’s Invention accepted an offer letter and Non-Disclosure Agreement, (iii) the Parent’s entered into a Non-Competition and Non-Solicitation AgreementAgreement with Parent which shall not have been revoked, rescinded or otherwise repudiated by the respective signatories thereto, (ivB) shall not have terminated his or her employment with the Company or any of its Subsidiaries or expressed an intention or interest (whether formally or informally) in, or taken action toward terminating his or her employment with the Company or any of its Subsidiaries at or prior to the Closing, or with the Surviving Corporation or Parent or any of its Subsidiaries during the four-month period following the Closing, (C) shall have executed Parent’s Proprietary Information and Inventions Assignment Agreement and Parent’s Mutual Agreement to Arbitrate and acknowledged receipt of Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media PolicyConduct, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (viiD) shall be collectively referred eligible to work in the jurisdiction of his or her employing entity. (ii) At least 80% of the current employees of the Company as of the “Welcome Packet Documents”date of this Agreement who have received an offer letter from Parent, (A) within the reasonable deadline set shall have accepted an offer letter with Parent which shall not have been revoked, rescinded or otherwise repudiated by the Offer Letter and becomes respective signatories thereto, (B) shall have not have terminated his or her employment with the Company or any of its Subsidiaries or expressed an employee intention or interest (whether formally or informally) in, or taken action toward terminating his or her employment with the Company or any of Parent its Subsidiaries at or a Subsidiary of Parent (including prior to the Closing, or with the Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary any of Parent its Subsidiaries during the four-month period following the Closing, (including the Surviving Corporation or its SubsidiariesC) as required by Law outside the United States shall have executed Parent’s Proprietary Information and Inventions Assignment Agreement and Parent’s Mutual Agreement to Arbitrate and acknowledged receipt of Parent’s Code of Conduct, and (D) shall be referred eligible to herein as a “Continuing Employeework in the jurisdiction of his or her employing entity.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, shall be deemed to be a third-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind. (b) At least one (1) Business Day prior to Closing, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of the Effective Time.

New Employment Arrangements. (aA) Parent, in its sole discretion, may offer “at will” employment by Parent or a Subsidiary of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees Each of the Company or its Subsidiaries immediately prior to the Closing Date. Such “at-will” employment arrangements (each, an “Offer Letter”) will state the terms and conditions, including the salary of such Employee, which will be determined by Parent, and supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, non-competition and assignment of inventions agreements). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreements executed concurrently with this Agreement shall be in full force and effect shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto. (B) Each of the Offer Letters executed by each of the Founders, Key Executives and Key Employees, concurrently with this Agreement, shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by the respective signatories thereto (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policynot including the Buyer), and no Founder, Key Executive or Key Employee shall have terminated his or her employment with the Company (viior one of its Subsidiaries, as applicable), or taken action toward terminating his or her employment with the Company (or one of its Subsidiaries, as applicable) Parent’s Xxxxxxx Xxxxxxx Policy (at or prior to the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes an employee of Parent Closing, or a Subsidiary of Parent (including with the Surviving Corporation or Buyer following the Closing. All of the Founders, Key Executives and Key Employees (1) shall have satisfied Buyer’s customary employee background investigation (which includes the absence of a record of any criminal conviction in all applicable court and police records), (2) shall have executed Buyer’s Inventions and Proprietary Rights Assignment Agreement and Code of Conduct, and (3) if currently working in the United States, shall be eligible to work in the United States. (C) At least 90% of the total number of Other Employees who have received an offer of employment (other than a transitional offer of employment) with equivalent or greater base compensation and cash bonus opportunity (if applicable) than those currently provided by the Company (1) shall have signed an Offer Letter that is reasonably acceptable to Buyer, in each case effective on the first Business Day after the Closing Date, (2) shall not have terminated his or her employment with the Company (or one of its Subsidiaries, as applicable), or taken action toward terminating his or her employment with the Company (or one of its Subsidiaries, as applicable) at or (y) continues as an employee of Parent prior to the Closing, or a Subsidiary of Parent (including with the Surviving Corporation or its SubsidiariesBuyer following the Closing, (3) as required by Law outside shall have satisfied Buyer’s customary employee background investigation (which includes the absence of a record of any criminal conviction in all applicable court and police records), (4) shall have executed Buyer’s Inventions and Proprietary Rights Assignment Agreement and Code of Conduct, and (E) if currently working in the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company PersonnelStates, shall be deemed eligible to be a third-party beneficiary of this Agreement and nothing work in this Agreement shall purport to amend or modify the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kindUnited States. (b) At least one (1) Business Day prior to Closing, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of the Effective Time.

New Employment Arrangements. (a) Parent, in its sole discretion, may Parent or the Final Surviving Entity shall offer substantially all of the Employees “at at-will” employment by Parent or a Subsidiary and/or the Final Surviving Entity, to be effective as of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date, upon proof of a legal right to work in the United States (each, an “Offer Letter”). Such “at-will” employment arrangements will: (eachi) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of an employee proprietary information agreement, governing employment conduct and performance (an “Offer LetterEmployee Proprietary Information Agreement”), (ii) will state the terms and conditionshave terms, including the salary of such Employeeposition and salary, which will be determined by ParentParent after consultation with the Company’s management, and supersede any prior employment (iii) include agreements providing for non-competition with the business of the Company, Parent and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentialityFinal Surviving Entity, non-competition solicitation of the customers and assignment employees of inventions agreementsthe Company, Parent and the Final Surviving Entity for one (1) year following the termination of such employee, arbitration, and release of claims (a “Non-Compete and Non-Solicit Agreement”). Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes remains an employee of Parent or a Subsidiary of Parent (including the Final Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including Entity after the Surviving Corporation or its Subsidiaries) as required by Law outside the United States Closing Date shall be referred to herein hereafter as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other Company Employee or Company Personnel, Employees shall be deemed eligible to be a third-party beneficiary receive benefits consistent with Parent’s applicable human resources policies and shall receive compensation and benefits which, in the aggregate, are substantially comparable to those of this Agreement similarly situated employees of Parent. Each such Continuing Employee will receive credit for purposes of eligibility to participate and nothing in this Agreement shall purport to amend or modify the terms of any vesting under Parent’s employee benefit plans (other than any Parent equity-based awards) for years of service with the Company (or any of its Subsidiaries) prior to the Effective Time. Subject to any third party insurer’s consent, including no loss and no gain policies, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent or its Subsidiaries or in which such Continuing Employee and their eligible dependents will participate to be waived, unless such conditions would not have been waived under the comparable plans of the Company in which such Continuing Employee participated immediately prior to Closing Date and will, upon receipt of proof from the employee, provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment credit for any specified period of any nature or kind. (b) At least one (1) Business Day coinsurance and deductibles prior to Closingthe Effective Time but in the plan year which includes the Effective Time for purposes of satisfying any applicable deductible, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Effective Time.

New Employment Arrangements. (a) ParentParent or the Final Surviving Entity will offer pursuant to an offer letter substantially all of the Employees who are Employees at the Effective Time, in its sole discretion, may offer “at at-will” employment by Parent or a Subsidiary and/or the Final Surviving Entity, to be effective as of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date, upon proof of a legal right to work in the United States (each, an “Offer Letter”). Such “at-will” employment arrangements will: (eachi) be subject to and in compliance with Parent’s applicable policies and procedures, including, severance policies, employment background checks and the execution of an “Offer Letter”employee proprietary information agreement, governing employment conduct and performance, (ii) will state the terms and conditionshave terms, including the salary position, salary, and equity incentives (in the form of such EmployeeParent Restricted Stock Units), which will be determined by ParentParent after consultation with the Company’s management, and supersede any prior employment (iii) include agreements providing for non-competition with the business of the Company, Parent and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentialityFinal Surviving Entity, non-competition solicitation of the customers and assignment employees of inventions agreements)the Company, Parent and the Final Surviving Entity following the termination of such employee, arbitration, and release of claims, as provided in the applicable Exhibits B-0, X-0 and B-3 hereto. Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes remains an employee of Parent or a Subsidiary of Parent (including the Final Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including Entity after the Surviving Corporation or its Subsidiaries) as required by Law outside the United States Closing Date shall be referred to herein hereafter as a “Continuing Employee.” Notwithstanding anything in this Continuing Employees shall execute an Offer Letter and an Employee Proprietary Information, Inventions and Non-Competition Agreement to (the contrary“Employee Proprietary Information, no Inventions and Non-Competition Agreements”). Continuing Employee, and no other Company Employee or Company Personnel, Employees shall be deemed eligible to be a third-party beneficiary receive benefits consistent with Parent’s applicable human resources policies and shall receive compensation and benefits substantially comparable to those of this Agreement similarly situated employees of Parent. Each such Continuing Employee will receive credit for purposes of eligibility to participate and nothing in this Agreement shall purport to amend or modify the terms of any vesting under Parent’s employee benefit plans (other than any Parent equity-based awards) for years of service with the Company (or any of its Subsidiaries) prior to the Effective Time. Parent will cause to be waived any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent or its Subsidiaries or in which such Continuing Employee and their eligible dependents will participate, unless such conditions would not have been waived under the comparable plans of the Company in which such Continuing Employee participated immediately prior to Closing Date and will, upon receipt of proof from the employee, provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment credit for any specified period coinsurance and deductibles prior to the Effective Time but in the plan year which includes the Effective Time for purposes of satisfying any nature applicable deductible, out-of-pocket or kindsimilar requirements under any such plans that may apply for such plan year after the Effective Time. (b) At The aggregate value of the Parent Restricted Stock Units in the Offer Letters of the Continuing Employees shall equal at least $12,000,000 as of the Closing Date (valuing such Parent Restricted Stock Units at the average of the closing price of the Parent Common Stock for the ten Business Days prior to the date of this Agreement). The Restricted Stock Units shall only be issued following the Effective Time, and only to Continuing Employees that have executed Offer Letters and Employee Proprietary Information, Inventions and Non-Competition Agreements. In the event that Parent terminates, without cause, Continuing Employees holding an aggregate of at least 10% of the Parent Restricted Stock Units within one (1) Business Day prior year of the Closing, Parent shall issue to remaining Continuing Employees an aggregate number of new Parent Restricted Stock Units equal to the aggregate amount of Parent Restricted Stock Units forfeited by such terminated Continuing Employees. The number of Parent Restricted Stock Units to be issued to each respective remaining Continuing Employee shall be determined by Txxxxx X. Xxxxxxxx after consultation with Parent as promptly as practicable after the one (1) year anniversary of the Closing. With respect to any Continuing Employee that is terminated by Parent without Cause (as defined in the applicable agreements) within one (1) year of Closing, the Parent Restricted Stock Units held by such terminated employee shall accelerate and vest as if such employee remained employed by Parent at the end of such one (1) year period. Notwithstanding the foregoing, no Parent Restricted Stock Units shall be issued which when taken with any other payments to an employee, in the absence of the 280G Shareholder Approval required by Section 5.14, would be considered a Section 280G Payment. (c) Notwithstanding anything in Article IV hereof to the contrary, after consultation with Parent, the Company shall deliver declare and pay the Bonus Payment immediately prior to Parent validly executed Welcome Packet Documents in substantially Closing. Notwithstanding the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which foregoing, no Bonus Payment shall be effective as paid which when taken with any other payments to an employee, in the absence of the Effective Time280G Shareholder Approval required by Section 5.14, would be considered a Section 280G Payment. (d) As used in this Article V and Section 6.2 hereof, references to “employees of the Company” includes employees of the Company Subsidiaries, unless the context clearly otherwise indicates.

New Employment Arrangements. (a) At the sole discretion of Parent, in its sole discretion, may offer “at will” employment by Parent or a Subsidiary --------------------------- certain of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees employees of the Company or its Subsidiaries immediately prior to the Closing Date. Such “Date shall be offered "at-will” " employment by Parent and/or the Surviving Corporation, to be effective as of the Closing Date, upon proof of citizenship or appropriate employment authorization from the U.S. Immigration and Naturalization Service or the U.S. Department of State evidencing a right to work in the United States. Such "at-will" employment arrangements will (i) be set forth in offer letters based on Parent's standard form (each, an “"Offer ----- Letter”"), (ii) will state the terms be subject to and conditionsin compliance with Parent's applicable human ------ resources policies and procedures, (iii) have terms, including the position, salary and responsibilities of such Employeeemployee, which will be determined by ParentParent after consultation with the Company's management, and (iv) supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, non-competition and assignment of inventions agreements)Date. Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes remains an employee of Parent or the Surviving Corporation after the Closing Date shall be referred to hereafter as a Subsidiary of "Continuing Employee." Continuing Employees shall be eligible to ------------------- receive benefits consistent with Parent's applicable human resources policies. Parent (including will or will cause the Surviving Corporation or its Subsidiaries) or (y) continues as an employee appropriate subsidiary of Parent or a Subsidiary to give Continuing Employees full credit under such policies for prior service at the Company for purposes of Parent (including the Surviving Corporation or its Subsidiaries) as required by Law outside the United States shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contraryeligibility, no Continuing Employeevesting, benefit accrual, and no other Company Employee or Company Personneldetermination of the level of benefits up to a maximum of three (3) years of credit for prior service at the Company; provided, however, that such crediting shall be deemed to be a third-party beneficiary not result in duplication of this Agreement and nothing in this Agreement shall purport to amend or modify benefits. In furtherance of the terms of any employee benefit plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kind. (b) At least one (1) Business Day prior to Closingforegoing, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) terminate all employment agreements and all other Continuing Employees which shall be arrangements with its employees effective as of the Effective TimeClosing Date.

New Employment Arrangements. (a) Parent, in its sole discretion, may Parent or the Final Surviving Entity will offer certain of the Employees “at at-will” employment by Parent or a Subsidiary and/or the Final Surviving Entity, to be effective as of Parent (including the Surviving Corporation or its Subsidiaries) to selected individuals who were Employees of the Company or its Subsidiaries immediately prior to the Closing Date, upon proof of a legal right to work in the United States; provided, however, that in the event the Final Surviving Entity does not make at least a sufficient number of job offers to Employees to ensure that notice obligations under WARN or any applicable plan closing law are not triggered, no Escrow Participant shall be liable in any manner whatsoever, directly or indirectly, for any Losses incurred or sustained by any Indemnified Party in connection therewith. Such “at-will” employment arrangements will: (i) be set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) will state be subject to and in compliance with Parent’s applicable policies and procedures, including, but not limited to, employment background checks and the terms execution of an employee proprietary information agreement governing employment conduct and conditionsperformance, (iii) have terms, including the salary of such Employeeposition and salary, which will be determined by ParentParent after consultation with the Company’s management, and (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been eligible, (v) supersede any prior express or implied employment agreements and other arrangements with such employee agreements, arrangements, representations, or offer letters in effect prior to the Closing Date Date, and (other than any proprietary rightsvi) include agreements providing for non-competition with the business of the Company, confidentialityParent and the Final Surviving Entity, non-competition solicitation of the customers and assignment employees of inventions agreements)the Company, Parent and the Final Surviving Entity following the termination of such employee, arbitration and release of claims. Each employee of the Company or its Subsidiaries who (x) executes and delivers his or her acceptance of an (i) Offer Letter in the United States, (ii) the Parent’s Invention and Non-Disclosure Agreement, (iii) the Parent’s Non-Competition and Non-Solicitation Agreement, (iv) Parent’s Code of Business Conduct and Ethics, (v) Parent’s External Communications Policy, (vi) Parent’s Social Media Policy, and the (vii) Parent’s Xxxxxxx Xxxxxxx Policy (the documents and agreements in (i) through (vii) shall be collectively referred to as the “Welcome Packet Documents”) within the reasonable deadline set by the Offer Letter and becomes remains an employee of Parent or a Subsidiary of Parent (including the Final Surviving Corporation or its Subsidiaries) or (y) continues as an employee of Parent or a Subsidiary of Parent (including Entity after the Surviving Corporation or its Subsidiaries) as required by Law outside the United States Closing Date shall be referred to herein hereafter as a “Continuing Employee.” Notwithstanding anything in this Agreement Continuing Employees shall be eligible to receive benefits consistent with Parent’s applicable human resources policies. Continuing Employees shall execute an Offer Letter and an Employee Proprietary Information, Inventions, Non-Competition and No-Hire Agreement. Parent and the Final Surviving Entity shall treat, and shall cause the applicable benefit plans to treat, the service of the Continuing Employees to the contraryCompany or any Company Subsidiary attributable to a period before the Effective Time as service rendered to the Final Surviving Entity for all purposes, no including eligibility to participate, vesting, applicability of any minimum waiting periods for participation and accrual of benefits for purposes of vacation, paid time off and severance. Without limiting the foregoing, neither Parent nor the Final Surviving Entity will treat any Continuing EmployeeEmployee as a “new” employee for purposes of exclusions under any health or similar plan of Parent or the Final Surviving Entity for a pre-existing medical condition, and, to the extent possible without unreasonable effort or expense, any deductibles and no other Company Employee or Company Personnel, co-pays paid under any of the Company’s health plans shall be deemed to be a thirdcredited towards deductibles and co-party beneficiary of this Agreement and nothing in this Agreement shall purport to amend or modify pays under the terms of any employee benefit health plans of Parent or its Subsidiaries or provide any Continuing Employee, Company Employee or Company Personnel with any right to employment or continued employment for any specified period of any nature or kindand the Final Surviving Entity. (b) At least one (1) Business Day prior to Closing, the Company shall deliver to Parent validly executed Welcome Packet Documents in substantially the form attached hereto as Exhibit G each individual listed on Schedule 5.11(b) (the “Key Employees”) and all other Continuing Employees which shall be effective as of the Effective Time.