Common use of New Employment Arrangements Clause in Contracts

New Employment Arrangements. At least three (3) business days prior to the Closing Date, each person who is a Designated Employee shall be offered “at-will” employment with Parent, to be effective as of the Closing Date, subject to proof evidencing a legal right to work in his or her country of current employment. Such “at-will” employment arrangements shall (i) be set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”), and (ii) supersede any prior employment agreements and other arrangements between Seller and any such Designated Employee in effect prior to the Closing Date. Each of the Key Employees is executing an Offer Letter prior to or concurrently with the execution of this Agreement, which Offer Letter shall be effective as of the Closing Date. Each employee of Seller who becomes an employee of Parent on or after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Parent’s standard human resources policies. Each Continuing Employee shall resign his or her employment with Seller effective as of the Closing, and shall waive any and all potential claims against Seller, Buyer and Parent for severance benefits based on any employment arrangement or related agreement between such Continuing Employee and Seller. In furtherance of the foregoing, immediately prior to the Closing, Seller shall terminate all employment agreements and other arrangements with each Continuing Employee (other than those termination letters (in form reasonably acceptable to Buyer) Seller is entering into with Key Employees providing for contingent payments to such persons terminated by Parent or Buyer within a designated period following Closing) and waive all of its rights under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed to Seller by any such Continuing Employee, effective as of the Closing Date. If Seller terminates and is required to pay cash severance amounts to any Employee who is not employed by Parent on or as of the Closing Date, and such former Employee is then hired by Parent or Buyer prior to the earlier of two years following the Closing Date and the date of the Liquidation, Buyer shall repay such severance amounts to Seller, provided that Seller shall provide Buyer with reasonable written documentation of such amounts.

New Employment Arrangements. At least three (3) business days prior to Parent or the Closing Date, each person who is a Designated Employee shall be offered Final Surviving Entity will offer certain of the Employees “at-will” employment with Parentby Parent and/or the Final Surviving Entity, to be effective as of the Closing Date, subject to upon proof evidencing of a legal right to work in his 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 her country of current employmentany 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 shall will: (i) be set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”), and (ii) be subject to and in compliance with Parent’s applicable policies and procedures, including, but not limited to, employment background checks and the execution of an employee proprietary information agreement governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Parent after consultation with the Company’s management, (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 between Seller and any such Designated Employee agreements, arrangements, representations, or offer letters in effect prior to the Closing Date. Each , and (vi) include agreements providing for non-competition with the business of the Key Employees is executing an Offer Letter prior to or concurrently with Company, Parent and the execution of this AgreementFinal Surviving Entity, which Offer Letter shall be effective as non-solicitation of the Closing Datecustomers and employees of the Company, Parent and the Final Surviving Entity following the termination of such employee, arbitration and release of claims. Each employee of Seller the Company who becomes remains an employee of Parent on or the Final Surviving Entity after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Parent’s standard applicable human resources policies. Each 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 resign his or her employment with Seller effective as of the Closingtreat, and shall waive cause the applicable benefit plans to treat, the service of the Continuing Employees to the Company or any Company Subsidiary attributable to a period before the Effective Time as service rendered to the Final Surviving Entity for all purposes, including eligibility to participate, vesting, applicability of any minimum waiting periods for participation and all potential claims against Selleraccrual of benefits for purposes of vacation, Buyer paid time off and Parent for severance benefits based on any employment arrangement or related agreement between such Continuing Employee and Sellerseverance. In furtherance of Without limiting the foregoing, immediately prior neither Parent nor the Final Surviving Entity will treat any Continuing Employee 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 Closingextent possible without unreasonable effort or expense, Seller shall terminate all employment agreements any deductibles and other arrangements with each Continuing Employee (other than those termination letters (in form reasonably acceptable to Buyer) Seller is entering into with Key Employees providing for contingent payments to such persons terminated by Parent or Buyer within a designated period following Closing) and waive all of its rights co-pays paid under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed to Seller by any such Continuing Employee, effective as of the Closing Date. If Seller terminates Company’s health plans shall be credited towards deductibles and is required to pay cash severance amounts to any Employee who is not employed by co-pays under the health plans of Parent on or as of the Closing Date, and such former Employee is then hired by Parent or Buyer prior to the earlier of two years following the Closing Date and the date of the Liquidation, Buyer shall repay such severance amounts to Seller, provided that Seller shall provide Buyer with reasonable written documentation of such amountsFinal Surviving Entity.

New Employment Arrangements. At least three (3) business days prior to Parent or the Closing Date, each person who is a Designated Employee shall be offered “at-Final Surviving Entity will offer all or substantially all Employees "at will” " employment with Parentby Parent and/or the Final Surviving Entity, to be effective as of the Closing Date, subject to upon proof evidencing of a legal right to work in his or her country of current employmentthe United States (each, an "OFFER LETTER"). Such “at-"at will” " employment arrangements shall will: (i) be set forth subject to and in offer letters based on compliance with Parent’s standard form (each's applicable policies and procedures, including, but not limited to, employment background checks and the execution of an “Offer Letter”)employee proprietary information agreement, governing employment conduct and performance and (ii) supersede any prior employment agreements have terms, including the position and other arrangements between Seller and any such Designated Employee in effect prior to the Closing Date. Each of the Key Employees is executing an Offer Letter prior to or concurrently salary, which will be determined by Parent after consultation with the execution of this Agreement, which Offer Letter shall be effective as of the Closing DateCompany's management. Each employee of Seller the Company who becomes remains an employee of Parent on or the Final Surviving Entity after the Closing Date shall be referred to hereafter as a “Continuing Employee"CONTINUING EMPLOYEE.” " Continuing Employees shall be eligible to receive benefits consistent with Parent’s standard 's applicable human resources policiespolicies and shall receive compensation and benefits substantially comparable to those of similarly situated employees of Parent. Each such Continuing Employee shall resign his will receive credit for purposes of eligibility to participate and vesting under Parent's employee benefit plans (other than any Parent equity-based awards) for years of service with the Company (or her employment with Seller effective as any of its Subsidiaries) prior to the ClosingEffective Time. Subject to any third party insurer's consent, including no loss and shall waive no gain policies, Parent will cause any and all potential claims against Sellerpre-existing condition limitations, Buyer eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent for severance benefits based on any employment arrangement or related agreement between in which such Continuing Employee and Seller. In furtherance their eligible dependents will participate to be waived, unless such conditions would not have been waived under the comparable plans of the foregoing, Company in which such Continuing Employee participated immediately prior to Closing Date and will, upon receipt of proof from the Closingemployee, Seller shall terminate all employment agreements provide credit for any coinsurance and other arrangements with each Continuing Employee (other than those termination letters (deductibles prior to the Effective Time but in form reasonably acceptable to Buyer) Seller is entering into with Key Employees providing the plan year which includes the Effective Time for contingent payments to such persons terminated by Parent purposes of satisfying any applicable deductible, out-of- pocket or Buyer within a designated period following Closing) and waive all of its rights similar requirements under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed to Seller by any plans that may apply for such Continuing Employee, effective as of plan year after the Closing Date. If Seller terminates and is required to pay cash severance amounts to any Employee who is not employed by Parent on or as of the Closing Date, and such former Employee is then hired by Parent or Buyer prior to the earlier of two years following the Closing Date and the date of the Liquidation, Buyer shall repay such severance amounts to Seller, provided that Seller shall provide Buyer with reasonable written documentation of such amountsEffective Time.

New Employment Arrangements. At least three (3) business days All employees employed by the Company immediately prior to the Closing Date, each person who is a Designated Employee shall be offered Effective Time will remain “at-at will” employment with Parent, to be effective as employees of the Closing DateSurviving Corporation immediately following the Effective Time, in each case, subject to proof evidencing a of each Employee’s legal right to work in his or her country of current employment. Such “at-will” employment arrangements shall the United States (i) be set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”), and (ii) supersede any prior employment agreements and other arrangements between Seller and any each such Designated Employee in effect prior to the Closing Date. Each of the Key Employees is executing an Offer Letter prior to or concurrently with the execution of this Agreement, which Offer Letter shall be effective as of the Closing Date. Each employee of Seller who becomes an employee of Parent on or after the Closing Date shall be referred to hereafter as a “Continuing Employee.” and together, the “Continuing Employees”). Such Continuing Employees shall be eligible to receive benefits consistent with Parent’s standard applicable human resources policiespolicies and which are substantially the same benefits as those provided to similarly situated employees of Parent. Each Parent will or will cause the Surviving Corporation to give Continuing Employee shall resign his or her employment with Seller effective as Employees full credit under such policies for prior service at the Company for purposes of eligibility, vesting, benefit accrual, and determination of the Closinglevel of benefits under Parent’s benefit plans, programs or policies; provided that such credit does not result in duplication of benefits and such credit shall not apply to equity awards, if any, granted to such Employees. For the avoidance of doubt, Parent hereby agrees that it shall cause (or shall cause the Surviving Corporation to) (i) waive any all pre‑existing condition exclusion and all potential claims against Selleractively‑at‑work requirements and similar limitations, Buyer eligibility waiting periods and Parent for severance benefits based on any employment arrangement or related agreement between such Continuing Employee and Seller. In furtherance evidence of the foregoing, immediately prior insurability requirements under Parent’s benefit plans to the Closing, Seller shall terminate all employment agreements and other arrangements with each extent waived or satisfied by Continuing Employee (other than those termination letters (in form reasonably acceptable to Buyer) Seller is entering into with Key Employees providing for contingent payments to such persons terminated by Parent or Buyer within a designated period following Closing) and waive all of its rights under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed to Seller by any such Continuing Employee, effective as of the Closing Date. If Seller terminates and is required to pay cash severance amounts to any Employee who is not employed by Parent on or Plan as of the Closing Date, and such former Employee is then hired by Parent (ii) any covered expenses incurred on or Buyer prior to the earlier of two years following before the Closing Date and the date by any Continuing Employees (or covered dependent thereof) of the LiquidationCompany to be taken into account for purposes of satisfying applicable deductible, Buyer coinsurance and maximum out‑of‑pocket provisions after the Closing Date under any applicable Parent benefit plan. In no event shall repay this Section 7.14 obligate Parent or the Company to continue to employ any Continuing Employee and no Continuing Employee or other employee of the Company shall have any rights hereunder. Severance. Notwithstanding anything to the contrary in this Agreement, in the event that the Company is obligated to pay any severance pursuant to the Contracts set forth on Schedule 5.14(i) after the Closing Date, the amount of the Closing Note shall be reduced, on a dollar for dollar basis, by the amount of such severance payments. For purposes of this Section 7.15, severance payments shall include compensation for continued salary and bonus payments only, and shall not include any amounts expended for continuing healthcare or other benefits or other expenses incurred in connection with such severance payments, and further, shall not include any compensation for “New Severance” payments, “Bonuses,” or any other amounts expended pursuant to Seller, provided that Seller shall provide Buyer with reasonable written documentation of such amountsthe Xxxxx Employment Agreement.

New Employment Arrangements. At least three (3a) business days prior Parent or the Final Surviving Entity will offer pursuant to an offer letter substantially all of the Closing DateEmployees who are Employees at the Effective Time, each person who is a Designated Employee shall be offered “at-will” employment with Parentby Parent and/or the Final Surviving Entity, to be effective as of the Closing Date, subject to upon proof evidencing of a legal right to work in his or her country of current employment. Such “at-will” employment arrangements shall (i) be set forth in offer letters based on Parent’s standard form the United States (each, an “Offer Letter”). Such “at-will” employment will: (i) be subject to and in compliance with Parent’s applicable policies and procedures, including, severance policies, employment background checks and the execution of an employee proprietary information agreement, governing employment conduct and performance, (ii) have terms, including the position, salary, and equity incentives (in the form of Parent Restricted Stock Units), which will be determined by Parent after consultation with the Company’s management, and (iiiii) supersede any prior employment include agreements and other arrangements between Seller and any such Designated Employee in effect prior to providing for non-competition with the Closing Date. Each business of the Key Employees is executing an Offer Letter prior to or concurrently with Company, Parent and the execution of this AgreementFinal Surviving Entity, which Offer Letter shall be effective as non-solicitation of the Closing Datecustomers and employees of 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 Seller the Company who becomes remains an employee of Parent on or the Final Surviving Entity after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall execute an Offer Letter and an Employee Proprietary Information, Inventions and Non-Competition Agreement (the “Employee Proprietary Information, Inventions and Non-Competition Agreements”). Continuing Employees shall be eligible to receive benefits consistent with Parent’s standard applicable human resources policiespolicies and shall receive compensation and benefits substantially comparable to those of similarly situated employees of Parent. Each such Continuing Employee shall resign his will receive credit for purposes of eligibility to participate and vesting under Parent’s employee benefit plans (other than any Parent equity-based awards) for years of service with the Company (or her employment with Seller effective as any of its Subsidiaries) prior to the Closing, and shall waive Effective Time. Parent will cause to be waived any and all potential claims against Sellerpre-existing condition limitations, Buyer eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent for severance benefits based on any employment arrangement or related agreement between in which such Continuing Employee and Seller. In furtherance their eligible dependents will participate, unless such conditions would not have been waived under the comparable plans of the foregoing, Company in which such Continuing Employee participated immediately prior to Closing Date and will, upon receipt of proof from the Closingemployee, Seller shall terminate all employment agreements provide credit for any coinsurance and other arrangements with each Continuing Employee (other than those termination letters (deductibles prior to the Effective Time but in form reasonably acceptable to Buyer) Seller is entering into with Key Employees providing the plan year which includes the Effective Time for contingent payments to such persons terminated by Parent purposes of satisfying any applicable deductible, out-of-pocket or Buyer within a designated period following Closing) and waive all of its rights similar requirements under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed to Seller by any plans that may apply for such Continuing Employee, effective as of plan year after the Closing Date. If Seller terminates and is required to pay cash severance amounts to any Employee who is not employed by Parent on or as of the Closing Date, and such former Employee is then hired by Parent or Buyer prior to the earlier of two years following the Closing Date and the date of the Liquidation, Buyer shall repay such severance amounts to Seller, provided that Seller shall provide Buyer with reasonable written documentation of such amountsEffective Time.