Common use of New Employment Arrangements Clause in Contracts

New Employment Arrangements. Buyer will offer substantially all of the United States employees “at-will” employment by Buyer except the employees set forth on Schedule 7.10, to be effective as of the Closing Date (or as soon as practicable thereafter), upon proof of a legal right to work in the United States. Such “at-will” employment will: (a) be set forth in offer letters on Buyer’s standard form (each, an “Offer Letter”), (b) be subject to and in compliance with Buyer’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, (c) have terms, including the position and salary, which will be determined by Buyer, (d) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such employee may otherwise have been eligible, (e) supersede any prior express or implied employment agreements, arrangements, representations, or offer letters in effect prior to the Closing Date, and (f) include agreements providing for non-competition with the business of the Company, each Subsidiary of the Company, Buyer and the Surviving Corporation, non-solicitation of the customers and employees of the Company, each Subsidiary of the Company, Buyer and the Surviving Corporation following the termination of such employee, arbitration and release of claims. Each employee of the Company or any Company Subsidiary who remains an employee of Buyer or the Surviving Corporation after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Buyer’s applicable human resources policies. Continuing Employees shall execute the restrictive covenants agreement required to be executed by Buyer’s employees.

New Employment Arrangements. (a) Buyer will offer substantially all of the United States employees of the Company “at-will” employment by Buyer the Surviving Corporation, except the employees set forth on Schedule 7.108.1, who shall be terminated by the Company prior to Closing, to be effective as of the Closing Date Effective Time (or as soon as practicable thereafter), upon proof of a legal right to work in the United States. Such “at-will” employment will: (a) be set forth in offer letters on Buyer’s standard form (each, an “Offer Letter”), (b) be subject to and in compliance with Buyer’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, (cb) have terms, including the position and salary, which will be determined by Buyer, (dc) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such employee may otherwise have been eligible, (e) supersede any prior express or implied employment agreements, arrangements, representations, or offer letters in effect prior to the Closing Date, and (f) include agreements providing for non-competition with the business of the Company, each Subsidiary of the Company, Buyer and the Surviving Corporation, non-solicitation of the customers and employees of the Company, each Subsidiary of the Company, Buyer and the Surviving Corporation following the termination of such employee, arbitration and release of claims. Each employee of the Company or any Company Subsidiary who remains an employee of Buyer or the Surviving Corporation after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with Buyer’s applicable human resources policies. Continuing Employees shall execute the restrictive covenants agreement required to be executed by Buyer’s employees.

New Employment Arrangements. Buyer Parent or the Surviving Corporation will offer substantially all certain of the United States employees Employees “at-at will” employment by Buyer except Parent and/or the employees set forth on Schedule 7.10Surviving Corporation, to be effective as of the Closing Date (or as soon as practicable thereafter)Date, upon proof of a legal right to work in the United States. Such “at-at will” employment will: (a) be set forth in offer letters on BuyerParent’s standard form (each, an “Offer Letter”), (b) be subject to and in compliance with BuyerParent’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, (c) have terms, including the position and salary, which will be determined by BuyerParent after consultation with the Company’s management, (d) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such employee Employee may otherwise have been eligible, (e) supersede any prior express or implied employment agreements, arrangements, representations, or offer letters in effect prior to the Closing Date, and (f) include agreements providing for non-competition with the business of the Company, each Subsidiary of the Company, Buyer Parent and the Surviving Corporation, non-solicitation of the customers and employees of the Company, each Subsidiary of the Company, Buyer Parent and the Surviving Corporation following the termination of such employee, arbitration and release of claims. Each employee of the Company or any Company Subsidiary who remains an employee of Buyer or Parent, the Surviving Corporation or a Company Subsidiary after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with BuyerParent’s applicable human resources policies. Continuing Employees shall execute the restrictive covenants agreement required to be executed by Buyer’s employees.resources

New Employment Arrangements. Buyer Parent or the Surviving Corporation will offer substantially all of the United States employees Employees “at-at will” employment by Buyer except Parent and/or the employees set forth on Schedule 7.10Surviving Corporation, to be effective as of the Closing Date (or as soon as practicable thereafter)Date, upon proof of a legal right to work in the United States. Such “at-at will” employment will: (a) be set forth in offer letters on BuyerParent’s standard form (each, an “Offer Letter”), (b) be subject to and in compliance with BuyerParent’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, (c) have termsprovide for benefits and compensation which are substantially similar in the aggregate to the benefits and compensation provided by the Company, including the position and salaryexcluding equity based compensation, which will be determined by Buyer, prior to Closing (d) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such employee Employee may otherwise have been eligible, (e) supersede any prior express or implied employment agreements, arrangements, representations, or offer letters in effect prior to the Closing Date, and (f) include agreements providing for non-competition with the business of the Company, each Subsidiary of the Company, Buyer Parent and the Surviving Corporation, non-solicitation of the customers and employees of the Company, each Subsidiary of the Company, Buyer Parent and the Surviving Corporation following the termination of such employee, arbitration and release of claims. Each employee of the Company or any Company Subsidiary who remains an employee of Buyer or Parent, the Surviving Corporation or a Company Subsidiary after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with BuyerParent’s applicable human resources policies. Continuing Employees shall execute the restrictive covenants agreement required to be executed by Buyer’s employeesan Offer Letter and an Employee Proprietary Information, Inventions and Non-Competition Agreement.

New Employment Arrangements. Buyer Parent or the Final Surviving Entity will offer substantially all of Employees in the United States employees “at-will” employment by Buyer except Parent and/or the employees set forth on Schedule 7.10Final Surviving Entity, to be effective as of the Closing Date (or as soon as practicable thereafter)Date, upon proof of a legal right to work in the United States. Such “at-will” employment will: (ai) be set forth in offer letters on BuyerParent’s standard form (each, an “Offer Letter”), (bii) be subject to and in compliance with BuyerParent’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, (ciii) have terms, including the position and salary, which will be determined by BuyerParent after consultation with the Company’s management, (div) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such employee Employee may otherwise have been eligible, (ev) supersede any prior express or implied employment agreements, arrangements, representations, or offer letters in effect prior to the Closing Date, Date and (fvi) include agreements providing for non-competition with the business of the Company, each Subsidiary of the Company, Buyer Parent and the Final Surviving CorporationEntity, non-solicitation of the customers and employees of the Company, each Subsidiary of the Company, Buyer Parent and the Final Surviving Corporation Entity following the termination of such employee, arbitration and release of claims. Each employee of the Company or any Company Subsidiary who remains an employee of Buyer Parent or the Final Surviving Corporation Entity after the Closing Date shall be referred to hereafter as a “Continuing Employee.” Continuing Employees shall be eligible to receive benefits consistent with BuyerParent’s applicable human resources policies. Continuing Employees shall execute the restrictive covenants agreement required to be executed by Buyer’s employeesan Offer Letter and an Employee Proprietary Information, Inventions and Non-Competition Agreement.