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 (3i) business days Buyer shall use its reasonable best efforts to cause the Company to, and the Company shall use its reasonable best efforts to, extend an offer of continued employment with the Company, a Subsidiary or Buyer or a designated Affiliate to each Other Employee as soon as practicable following the Agreement Date on customary terms and conditions applicable to similarly situated employees of Buyer with equivalent or greater base compensation and cash bonus opportunity (if applicable) than those currently provided by the Company immediately prior to the Closing Date, each person who is a Designated Employee shall be offered “at-will” employment with Parent, substantially similar 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 form attached hereto (i) be set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”), each such offer of employment to become effective immediately following the Closing. The Company and its Subsidiaries, as applicable, shall cooperate with and provide reasonable assistance to Buyer in preparing and delivering the Offer Letters to the Other Employees and ensuring the continuation of services of the PEO Employees. (ii) supersede any prior Buyer agrees that, promptly following the commencement of continuing 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 pursuant to Offer Letters, such Continuing Employees (other than any PEO Employee for so long as such Employee remains employed by a PEO following the Closing) shall be eligible to receive benefits consistent with Parentparticipate in Buyer’s standard human resources policiesbenefit plans and be offered employee benefits at least as favorable to such Continuing Employees as that offered to similarly situated employees of Buyer; provided, however, that Buyer shall not be obligated under the terms of this Agreement to cause the continuation of any employment relationship with any Continuing Employee for any specific period of time. Each such Continuing Employee shall resign who elects to participate in Buyer’s benefit plans shall, subject to applicable Law and applicable Tax qualification requirements, be given credit for purposes of eligibility to participate and vesting for his or her employment years of service with Seller effective as of the Closing, and Company or any Subsidiary; provided that the foregoing shall waive not apply with respect to benefit accrual under any and all potential claims against Seller, Buyer and Parent for severance benefits based on any employment arrangement defined benefit pension plan 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 (extent that its application would result 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 duplication 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 amountsbenefits.

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 (3a) business days prior to Parent or the Closing Date, each person who is a Designated Employee shall be offered Surviving Corporation will offer certain of the Employees “at-will” employment with Parentby Parent and/or the Surviving Corporation, 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. Such “at-will” employment arrangements shall (i) will be on terms set forth in offer letters based on Parent’s standard form (each, an “Offer Letter”)) including the position and salary, which will be determined by Parent after consultation with the Company’s management, and (ii) 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. Each Offer Letter will include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been eligible, and 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 As a condition of employment, Employees will be required to sign a Confidentiality and Non-Solicitation Agreement. (b) Following the Effective Time, each employee 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 Company who becomes remains an employee of Parent on or the Surviving Corporation after the Closing Date shall be referred to hereafter as (a “Continuing Employee.” Continuing Employees ”) shall be become eligible to receive benefits consistent with Parent’s standard human resources policiesparticipate in the various employee benefit plans which Parent or its affiliates maintain for their similarly situated employees, upon the same terms and conditions as a similarly situated employee of Parent or its affiliates, as applicable, 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 4.5(b). Each Continuing Employee shall resign his or her receive credit for all periods of employment with Seller effective 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 (other than any equity plan), to the same extent and for the same purposes as of the Closing, and shall waive such service was recognized under any and all potential claims against Seller, Buyer and Parent for severance benefits based on any employment arrangement or related agreement between such Continuing analogous Company Employee and Seller. In furtherance of the foregoing, Plan in effect immediately prior to the ClosingEffective Time, Seller except where doing so would result in duplication of benefits. Parent shall terminate 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 for any Employee that is not offered 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 Closingand/or the Surviving Corporation in accordance with the terms listed on Schedule 4.5(c) and waive all hereto. Nothing in this Section 4.5(c) shall result in duplication of its rights under any such employment agreements or other arrangements, including without limitation any non-competition agreements and any duty of confidentiality owed benefits provided 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 amountsEmployees.

New Employment Arrangements. At least three (3i) business days Buyer shall use its reasonable best efforts to cause the Company to, and the Company shall use its reasonable best efforts to, extend a letter of intent, a services agreement or an offer of continued employment or engagement with the Company, a Subsidiary or Buyer or a designated Affiliate, as determined by Buyer, to each Other Employee as soon as practicable following the Agreement Date, and, in any event, within seven (7) Business Days following the Agreement Date, on customary terms and conditions applicable to similarly situated employees of Buyer with equivalent or greater base compensation and cash bonus opportunity (if applicable) than those currently provided by the Company immediately prior to the Closing Datesubstantially similar to the forms attached hereto (each such letter of intent, each person who is a Designated Employee shall be offered “at-will” services agreement, offer of continued 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 (eachengagement or similar agreement, an “Offer Letter”)) with each such Offer Letter to become effective immediately upon the Closing. The Company and its Subsidiaries, as applicable, shall cooperate with and provide reasonable assistance to Buyer in preparing and delivering the Offer Letters to the Other Employees, including, without limitation, providing Buyer with all information reasonably requested in order to facilitate extending services agreements to or offers of employment or engagement for (and continuing the employment or engagement of) the Other Employees. (ii) supersede any prior employment agreements and other arrangements between Seller and any such Designated Employee in effect prior Buyer agrees that, to the Closing Date. Each extent permitted by applicable Law, promptly following the commencement of continuing employment 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 pursuant to Offer Letters, such Continuing Employees (other than any Continuing Employee who is a PEO Employee, independent contractor or consultant for so long as such Employee remains as such following the Closing) shall be eligible to receive benefits consistent with Parentparticipate in Buyer’s standard human resources policiesbenefit plans and be offered employee benefits at least as favorable to such Continuing Employees as that offered to similarly situated employees of Buyer; provided, however, that Buyer shall not be obligated under the terms of this Agreement to cause the continuation of any employment or independent contractor, consultant or other relationship with any Continuing Employee for any specific period of time. 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 who elects to participate in Buyer’s benefit plans shall, subject to applicable Law and Seller. In furtherance of the foregoingapplicable Tax qualification requirements, 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.be given credit for