Common use of Post-Closing Employee Matters Clause in Contracts

Post-Closing Employee Matters. (a) Parent or its Affiliates shall offer each employee of the Company and its Subsidiaries, including the Key Employees, employment by Parent, its Affiliates, and/or the Final Surviving Entity as a Continuing Employee, to be effective as of the Closing Date. Except as may be required by Legal Requirements, for a period of one (1) year following the Effective Time, Parent shall, or shall cause the Final Surviving Entity to, provide each Continuing Employee base and salary compensation (excluding, for the avoidance of doubt, any equity based compensation) that is no less than the compensation provided to the Continuing Employee immediately prior to the Effective Time. (b) Following the Effective Time, Parent, in its sole discretion, will either (a) continue (or cause the Final Surviving Entity to continue) to maintain the Company Employee Plans on the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans and in each case at least equivalent to the benefits provided to each the Company Participant under the Company Employee Plans prior to the Effective Time. (c) As promptly as practicable following the Effective Time, Parent shall allocate and grant in its sole discretion after consultation with Xxxx Xxxxxxx options to acquire 1,000,000 shares of Parent Common Stock (the “Continuing Employee Options”) among the Continuing Employees and (ii) notify each Continuing Employee of their respective allocation. The Continuing Employee Options shall (i) be issued pursuant to the Parent Stock Option Plan and (ii) vest twenty-five percent (25%) on the first anniversary of their issuance date and monthly over a three-year term thereafter; provided, however that in the event a Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, any unissued or unvested Continuing Employee Options allocated to such continuing Employee shall be forfeited without consideration. (d) As promptly as practicable following the Effective Time, Parent shall (i) establish and maintain an employee retention plan for the Continuing Employees, (ii) issue 1,000,000 Restricted Stock Units of Parent (the “Continuing Employee Restricted Stock Units”) under the Parent Stock Option Plan to the Continuing Employees, (iii) allocate the Continuing Employee Restricted Stock Units among the Continuing Employees as determined in Parent’s sole discretion after consultation with Xxxx Xxxxxxx and (iv) notify each Continuing Employee of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject to forfeiture without consideration as set forth in Section 6.11(e).

Post-Closing Employee Matters. (a) Parent or its Affiliates shall may offer each employee of the Company and its Subsidiariescertain employees, including the Key Employees, “at-will” employment by Parent, its Affiliates, Parent and/or the Final Surviving Entity Corporation as a Continuing Employee, to be effective as of the Closing Date, upon proof of a legal right to work in the United States. Except as may Such “at-will” employment will: (i) be required set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) be subject to and in compliance with Parent’s standard policies and procedures for new hires, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Legal Requirements, for a period of one (1) year following the Effective Time, Parent shall, or shall cause the Final Surviving Entity to, provide each Continuing Employee base and salary compensation (excluding, for the avoidance of doubt, any equity based compensation) that is no less than the compensation provided subject to the Continuing Employee immediately requirements set forth in Section 7.9(b) below, and (iv) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Effective TimeClosing Date. (b) Following the Effective Time, Continuing Employees shall be eligible to receive employee benefits consistent with Parent, in its sole discretion, will either (a) continue (or cause the Final Surviving Entity to continue) to maintain the Company Employee Plans on the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its ’s applicable subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans and in each case at least equivalent to the benefits provided to each the Company Participant under the Company Employee Plans prior to the Effective Timehuman resources policies. (c) As promptly as practicable following Continuing Employees shall receive employee benefits that are, in the Effective Timeaggregate, Parent shall allocate substantially similar to those afforded to similarly-situated employees of Parent, subject to the terms and grant conditions of Parent’s relevant benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on continuous length of service in its sole discretion after consultation with Xxxx Xxxxxxx options to acquire 1,000,000 shares any of Parent Common Stock (the “Parent’s benefit plans or programs for which a Continuing Employee Options”) among may be eligible on or after the Closing Date, to the extent permitted by any such benefit plan or arrangement, all continuous service of the Continuing Employees will apply towards establishing (a) waiting periods for participation in such Parent benefit plans or programs related to health, welfare and retirement, (b) vacation eligibility, and (c) vesting under retirement plans. Notwithstanding the foregoing, (i) the date of entry of any Continuing Employee with respect to any Parent benefit plan or program, will be based on the actual enrollment or effective date, and (ii) notify each Continuing Employee of their respective allocation. The Continuing Employee Options shall (i) no such deemed service credit will be issued pursuant required to the Parent Stock Option Plan and extent it would result in a duplication of benefits. With respect to any “welfare benefit plan” (iias defined in Section 3(1) vest twentyof ERISA) offered to Continuing Employees (other than plans pertaining to long-five percent (25%) on term disability benefits), to the first anniversary of their issuance date and monthly over a three-year term thereafter; provided, however that in the event a Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, extent permitted by any unissued or unvested Continuing Employee Options allocated to such continuing Employee shall be forfeited without consideration. (d) As promptly as practicable following the Effective Timeplan, Parent shall (iA) establish cause to be waived any pre-existing condition limitation to the same extent such pre-existing condition was waived under a comparable Company Employee Plan, and maintain an employee retention plan (B) provide that any expenses incurred by a Continuing Employee before the Closing Date under a comparable Company Employee Plan shall be taken into account for purposes of satisfying applicable deductible and maximum out-of-pocket limitations. Nothing herein shall limit the Continuing Employees, (ii) issue 1,000,000 Restricted Stock Units ability of Parent (the “Continuing Employee Restricted Stock Units”) under the to amend or terminate any Parent Stock Option Plan to the Continuing Employees, (iii) allocate the Continuing Employee Restricted Stock Units among the Continuing Employees as determined benefit plans or programs in Parent’s sole discretion after consultation accordance with Xxxx Xxxxxxx their terms and (iv) notify each Continuing Employee of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject to forfeiture without consideration as set forth in Section 6.11(e)applicable Law at any time.

Post-Closing Employee Matters. (a) Parent or its Affiliates shall may offer each employee employees of the Company and its SubsidiariesCompany, including the Executive Employees and the Key Employees, but excluding Terminating Employees, “at-will” employment by Parent, its Affiliates, Parent and/or the Final Surviving Entity as a Continuing Employee, to be effective as of the Closing Date, upon proof of a legal right to work in the United States, to the extent applicable. Except as may Such “at-will” employment will: (i) be required set forth in offer letters on Parent’s standard form (each, an “Offer Letter”), (ii) be subject to and in compliance with Parent’s standard applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and compensation, which salary, bonus opportunities, and incentive compensation (other than incentives) shall be no less favorable than the terms previously held by Legal Requirementssuch employees of the Company, for a period and (iv) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date; provided, however, that such Offer Letters shall provide Continuing Employees with benefits at least comparable to similarly situated employees of one Parent. Continuing Employees shall be eligible to receive employee benefits consistent with Parent’s applicable human resources policies. (1b) year following With respect to each benefit plan maintained by Parent in which any Continuing Employee will participate after the Effective TimeClosing Date, Parent shall, or shall cause the Final Surviving Entity to, provide each recognize all service of the Continuing Employee base and salary compensation (excludingEmployees with the Company, for purposes of eligibility, participation and vesting and, in the avoidance case of doubtany benefit plan maintained by Parent that provides vacation benefits or any other form of paid time-off benefits, for purposes of benefit accrual (except with respect to any equity based compensation) that is no less than the compensation provided defined benefit plan maintained by Parent to the Continuing Employee immediately prior extent Parent is prohibited by law or to the Effective Time. (b) Following extent it would result in a duplication of benefits). To the Effective Timeextent Parent is permitted by Law and the terms of the applicable benefit plan, ParentParent shall, in its sole discretion, will either (a) continue (or shall cause the Final Surviving Entity to, (i) waive all limitations as to continue) preexisting conditions, exclusions and waiting periods with respect to maintain participation and coverage requirements applicable to the Company Employee Plans on Continuing Employees under any benefit plan maintained by Parent that is a welfare benefit plan in which such Continuing Employees may be eligible to participate after the same terms as Closing Date, other than limitations or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans and in each case at least equivalent to the benefits provided to each the Company Participant under the Company Employee Plans prior to the Effective Time. (c) As promptly as practicable following the Effective Time, Parent shall allocate and grant in its sole discretion after consultation with Xxxx Xxxxxxx options to acquire 1,000,000 shares of Parent Common Stock (the “Continuing Employee Options”) among the Continuing Employees Closing Date and (ii) notify provide each Continuing Employee of their respective allocation. The Continuing Employee Options shall (i) be issued pursuant with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any benefit plan maintained by Parent Stock Option Plan and (ii) vest twenty-five percent (25%) on the first anniversary of their issuance date and monthly over a three-year term thereafter; provided, however that are welfare plans in the event a Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, any unissued or unvested Continuing Employee Options allocated to which such continuing Employee shall be forfeited without consideration. (d) As promptly as practicable following the Effective Time, Parent shall (i) establish and maintain an employee retention plan for the Continuing Employees, (ii) issue 1,000,000 Restricted Stock Units of Parent (the “Continuing Employee Restricted Stock Units”) under the Parent Stock Option Plan to the Continuing Employees, (iii) allocate the Continuing Employee Restricted Stock Units among the Continuing Employees as determined are eligible to participate in Parent’s sole discretion after consultation with Xxxx Xxxxxxx and (iv) notify each Continuing Employee of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject to forfeiture without consideration as set forth in Section 6.11(e)the Closing Date.

Post-Closing Employee Matters. (a) Parent During the period commencing on the Closing Date and ending on December 31, 2024 (or its Affiliates shall offer each employee if earlier, the date of the Continuing Employee’s termination of employment with the Company), Parent shall and shall cause its subsidiaries (including, after the Closing, the Surviving Company and its Subsidiaries, including the Key Employees, employment by Parent, its Affiliates, and/or the Final Surviving Entity as a Continuing Employee, subsidiaries) to be effective as of the Closing Date. Except as may be required by Legal Requirements, for a period of one (1) year following the Effective Time, Parent shall, or shall cause the Final Surviving Entity to, provide each Continuing Employee with (i) a base and salary compensation (excluding, for the avoidance of doubt, any equity based compensation) that is or hourly wages which are no less than the compensation those provided to the such Continuing Employee immediately prior to the Effective TimeClosing; (ii) target bonus and other target cash incentive opportunities (excluding equity-based compensation) which are no less than the target bonus and other target cash incentive opportunities (excluding equity- based compensation) provided to such Continuing Employee immediately prior to the Closing; and (iii) retirement severance, health, welfare and other employee benefits that are no less favorable in the aggregate than those provided to such similarly-situated employees of Parent and its subsidiaries. (b) Following the Effective TimeFor purposes of determining eligibility, vesting, participation and benefit accrual under Parent, in ’s and its sole discretion, will either (a) continue (or cause the Final Surviving Entity to continue) to maintain the Company Employee Plans on the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant Affiliates’ plans and programs providing employee benefits (including, without limitation, all dependentsseverance) in to Continuing Employees after the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary Closing Date (the “Parent Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its subsidiaries (cand their respective predecessors) a combination prior to the Closing Date to the same extent as such Continuing Employee was (or would have been) entitled, before the Closing Date, to credit for such service under Company Employee Plans, except to the extent providing such credit would result in any duplication of clauses benefits. In addition, Parent shall and shall cause its subsidiaries (ai) to cause each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Benefit Plans; and (bii) so that to cause, with respect to each Company Participant shall have benefits that are substantially similar in Parent Benefit Plan providing medical, dental, hospital, pharmaceutical or vision benefits, the aggregate to benefits provided to similarly situated employees waiver of Parent under Parent Plans all pre-existing condition exclusions and in each case at least equivalent actively-at-work requirements for such Continuing Employee and his or her covered dependents (except to the benefits provided extent that such exclusions or requirements applied to the Continuing Employee under comparable Company Employee Plans); and (iii) to use commercially reasonable efforts to cause any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the plan year ending on the Closing Date to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of- pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year of each comparable Parent Benefit Plan (to the Company Participant extent such credit would have been given under the comparable Company Employee Plans prior to the Effective TimeClosing). (c) As promptly as practicable following Effective not later than the Effective TimeClosing Date, Parent or one of its subsidiaries shall allocate have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and grant in its sole discretion after consultation with Xxxx Xxxxxxx options to acquire 1,000,000 shares a related trust exempt from tax under Section 501(a) of Parent Common Stock the Code) (as applicable, the “Parent 401(k) Plan”). Each Continuing Employee Options”participating in a Company 401(k) among Plan immediately prior to the Continuing Employees Closing Date shall become a participant in the corresponding Parent 401(k) Plan as of the Closing Date, and (ii) notify each Continuing Employee of their respective allocationwho would have become eligible to participate in the Company 401(k) Plan shall become a participant in the Parent 401(k) Plan no later than such time as he or she would have become eligible to participate in the Company 401(k) Plan. The Parent agrees to cause the Parent 401(k) Plan to allow each Continuing Employee Options shall (i) be issued pursuant to make a “direct rollover” to the Parent Stock Option 401(k) Plan and (ii) vest twenty-five percent (25%) on of the first anniversary account balances of their issuance date and monthly over a three-year term thereafter; provided, however that in the event a such Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, (including promissory notes evidencing any unissued or unvested outstanding loans) under the Company 401(k) Plan in which such Continuing Employee Options allocated participated prior to the Closing if such continuing Employee Company 401(k) Plan permits such a direct rollover and if such direct rollover is elected in accordance with applicable Law by such Continuing Employee. The rollovers described herein shall be forfeited without considerationcomply with applicable Law, and each party shall make all filings and take any actions required of such party under applicable law in connection therewith. (d) As promptly Nothing contained in this Agreement shall, or shall be construed so as practicable following the Effective Timeto, Parent shall (i) establish and maintain an employee retention plan for prevent Parent or its subsidiaries from terminating any Continuing Employee at any time following the Continuing Employees, Closing; (ii) issue 1,000,000 Restricted Stock Units constitute an amendment or modification of any Company Employee Plan, Parent (the “Continuing Employee Restricted Stock Units”) under the Parent Stock Option Benefit Plan to the Continuing Employees, or employee benefit plan; or (iii) allocate the create any third party rights in any Continuing Employee Restricted Stock Units among the Continuing Employees as determined in Parent’s sole discretion after consultation with Xxxx Xxxxxxx and (including any beneficiary or dependent thereof); or (iv) notify each Continuing Employee obligate Parent or any of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject its subsidiaries to forfeiture without consideration as set forth in Section 6.11(e)adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent the Buyer or any of its subsidiaries from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time.

Post-Closing Employee Matters. (a) Parent During the period commencing on the Closing Date and ending on December 31, 2024 (or its Affiliates shall offer each employee if earlier, the date of the Continuing Employee’s termination of employment with the Company), Parent shall and shall cause its subsidiaries (including, after the Closing, the Surviving Company and its Subsidiaries, including the Key Employees, employment by Parent, its Affiliates, and/or the Final Surviving Entity as a Continuing Employee, subsidiaries) to be effective as of the Closing Date. Except as may be required by Legal Requirements, for a period of one (1) year following the Effective Time, Parent shall, or shall cause the Final Surviving Entity to, provide each Continuing Employee with (i) a base and salary compensation (excluding, for the avoidance of doubt, any equity based compensation) that is or hourly wages which are no less than the compensation those provided to the such Continuing Employee immediately prior to the Effective TimeClosing; (ii) target bonus and other target cash incentive opportunities (excluding equity-based compensation) which are no less than the target bonus and other target cash incentive opportunities (excluding equity-based compensation) provided to such Continuing Employee immediately prior to the Closing; and (iii) retirement severance, health, welfare and other employee benefits that are no less favorable in the aggregate than those provided to such similarly-situated employees of Parent and its subsidiaries. (b) Following the Effective TimeFor purposes of determining eligibility, vesting, participation and benefit accrual under Parent, in ’s and its sole discretion, will either (a) continue (or cause the Final Surviving Entity to continue) to maintain the Company Employee Plans on the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant Affiliates’ plans and programs providing employee benefits (including, without limitation, all dependentsseverance) in to Continuing Employees after the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary Closing Date (the “Parent Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its subsidiaries (cand their respective predecessors) a combination prior to the Closing Date to the same extent as such Continuing Employee was (or would have been) entitled, before the Closing Date, to credit for such service under Company Employee Plans, except to the extent providing such credit would result in any duplication of clauses benefits. In addition, Parent shall and shall cause its subsidiaries (ai) to cause each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Benefit Plans; and (bii) so that to cause, with respect to each Company Participant shall have benefits that are substantially similar in Parent Benefit Plan providing medical, dental, hospital, pharmaceutical or vision benefits, the aggregate to benefits provided to similarly situated employees waiver of Parent under Parent Plans all pre-existing condition exclusions and in each case at least equivalent actively-at-work requirements for such Continuing Employee and his or her covered dependents (except to the benefits provided extent that such exclusions or requirements applied to the Continuing Employee under comparable Company Employee Plans); and (iii) to use commercially reasonable efforts to cause any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the plan year ending on the Closing Date to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year of each comparable Parent Benefit Plan (to the Company Participant extent such credit would have been given under the comparable Company Employee Plans prior to the Effective TimeClosing). (c) As promptly as practicable following Effective not later than the Effective TimeClosing Date, Parent or one of its subsidiaries shall allocate have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and grant in its sole discretion after consultation with Xxxx Xxxxxxx options to acquire 1,000,000 shares a related trust exempt from tax under Section 501(a) of Parent Common Stock the Code) (as applicable, the “Parent 401(k) Plan”). Each Continuing Employee Options”participating in a Company 401(k) among Plan immediately prior to the Continuing Employees Closing Date shall become a participant in the corresponding Parent 401(k) Plan as of the Closing Date, and (ii) notify each Continuing Employee of their respective allocationwho would have become eligible to participate in the Company 401(k) Plan shall become a participant in the Parent 401(k) Plan no later than such time as he or she would have become eligible to participate in the Company 401(k) Plan. The Parent agrees to cause the Parent 401(k) Plan to allow each Continuing Employee Options shall (i) be issued pursuant to make a “direct rollover” to the Parent Stock Option 401(k) Plan and (ii) vest twenty-five percent (25%) on of the first anniversary account balances of their issuance date and monthly over a three-year term thereafter; provided, however that in the event a such Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, (including promissory notes evidencing any unissued or unvested outstanding loans) under the Company 401(k) Plan in which such Continuing Employee Options allocated participated prior to the Closing if such continuing Employee Company 401(k) Plan permits such a direct rollover and if such direct rollover is elected in accordance with applicable Law by such Continuing Employee. The rollovers described herein shall be forfeited without considerationcomply with applicable Law, and each party shall make all filings and take any actions required of such party under applicable law in connection therewith. (d) As promptly Nothing contained in this Agreement shall, or shall be construed so as practicable following the Effective Timeto, Parent shall (i) establish and maintain an employee retention plan for prevent Parent or its subsidiaries from terminating any Continuing Employee at any time following the Continuing Employees, Closing; (ii) issue 1,000,000 Restricted Stock Units constitute an amendment or modification of any Company Employee Plan, Parent (the “Continuing Employee Restricted Stock Units”) under the Parent Stock Option Benefit Plan to the Continuing Employees, or employee benefit plan; or (iii) allocate the create any third party rights in any Continuing Employee Restricted Stock Units among the Continuing Employees as determined in Parent’s sole discretion after consultation with Xxxx Xxxxxxx and (including any beneficiary or dependent thereof); or (iv) notify each Continuing Employee obligate Parent or any of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject its subsidiaries to forfeiture without consideration as set forth in Section 6.11(e)adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent the Buyer or any of its subsidiaries from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time.

Post-Closing Employee Matters. (a) Parent or its Affiliates shall offer each employee of the Company From and its Subsidiaries, including the Key Employees, employment by Parent, its Affiliates, and/or the Final Surviving Entity as a Continuing Employee, to be effective as of the Closing Date. Except as may be required by Legal Requirements, for a period of one (1) year following after the Effective Time, Parent the Surviving Corporation shall, or and Parent shall cause the Final Surviving Entity Corporation to, provide each Continuing honor all Employee base Agreements disclosed in the Disclosure Schedule in accordance with their terms as in effect on the date hereof, provided that nothing in this Agreement shall prohibit the amendment or termination of any such Employee Agreements in accordance with their terms and salary compensation (excluding, for applicable Law. As of the avoidance of doubt, any equity based compensation) that is no less than the compensation provided Effective Time and with respect to the Continuing Employee immediately prior to employees of the Company who are employed by Parent or one of its subsidiaries after the Effective Time. Time (b) Following the Effective Time“Continuing Employees”), Parent, in its sole discretion, will either (a) continue (or cause the Final Surviving Entity Company to continue) to maintain the Company Employee Plans on the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans (the “Company Participants”) to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans Plans. For purposes of determining eligibility to participate, vesting and in each case at least equivalent entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under any Parent employee benefit plan (other than a defined benefit plan) and to the benefits provided extent permitted by applicable law, Parent shall use commercially reasonable efforts to provide that the Continuing Employees shall receive service credit under each Parent employee benefit plan (other than a defined benefit plan) for their period of service with the Company Participant under the Company Employee Plans and predecessors prior to the Effective Time. , except where doing so would cause a duplication of benefits. Parent shall use commercially reasonable efforts to waive all limitations as to preexisting conditions exclusions (c) As promptly as practicable following or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Effective Time, . Parent shall allocate and grant in its sole discretion after consultation with Xxxx Xxxxxxx options also use commercially reasonable efforts to acquire 1,000,000 shares of Parent Common Stock (the “Continuing Employee Options”) among the provide Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (iior similar payments) notify each Continuing made under the Company’s Employee Plans for the year in which the Closing occurs under Parent’s medical, dental and vision plans for the purposes of their respective allocation. The Continuing Employee Options shall (i) be issued pursuant to the satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent Stock Option Plan and (ii) vest twenty-five percent (25%) on the first anniversary of their issuance date and monthly over a three-year term thereafter; provided, however that Plans in the event a Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, any unissued or unvested Continuing Employee Options allocated to such continuing Employee shall be forfeited without considerationyear in which the Closing occurs. (d) As promptly as practicable following the Effective Time, Parent shall (i) establish and maintain an employee retention plan for the Continuing Employees, (ii) issue 1,000,000 Restricted Stock Units of Parent (the “Continuing Employee Restricted Stock Units”) under the Parent Stock Option Plan to the Continuing Employees, (iii) allocate the Continuing Employee Restricted Stock Units among the Continuing Employees as determined in Parent’s sole discretion after consultation with Xxxx Xxxxxxx and (iv) notify each Continuing Employee of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject to forfeiture without consideration as set forth in Section 6.11(e).

Post-Closing Employee Matters. (a) Parent or its Affiliates shall offer each employee From the Closing Date until December 31, 2024 (or, if earlier, the date of the Company and its Subsidiaries, including the Key Employees, employment by Parent, its Affiliates, and/or the Final Surviving Entity as a Continuing Employee’s termination of employment), to be effective as of the Closing Date. Except as may be required by Legal Requirements, for a period of one (1) year following the Effective Time, Parent shall, or Buyer shall and shall cause the Final Surviving Entity to, Company to provide each Non-Union Employee who remains employed by the Company immediately after Closing (each, a “Continuing Employee Employee”) with: (i) a base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to Closing; (ii) annual target cash bonus opportunities (excluding equity-based compensation), if any, which are no less than the annual target cash bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to Closing; (iii) retirement and salary compensation welfare benefits (excludingbut not including, for the avoidance of doubt, any equity based compensation) post-employment welfare benefits, non-qualified deferred compensation plans, discretionary contributions under defined contribution plans, or defined benefit pension plans), in the aggregate, that is no less are substantially comparable, in the aggregate, than those provided by the compensation provided to the Continuing Employee Company immediately prior to Closing; and (iv) severance benefits in the Effective Timeamounts set forth in Schedule 6.6(a). (b) Following the Effective TimeWith respect to any employee benefit plan maintained by Buyer or its subsidiaries (collectively, Parent“Buyer Benefit Plans”) in which any Continuing Employees will participate effective as of immediately following Closing, in its sole discretionBuyer shall, will either (a) continue (or shall cause the Final Surviving Entity Company to, use commercially reasonable efforts to continue) recognize all service of the Continuing Employees, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Continuing Employees may be eligible to maintain participate after the Company Employee Plans on the same terms as in effect immediately prior Closing Date; provided, however, that such service need not be recognized to the Effective Time, extent that (i) such recognition would result in a duplication of benefits or (bii) arrange for each participant (including, without limitation, all dependents) in the Company Employee Plans to participate in a substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable subsidiary (“Parent Plans”), or (c) a combination of clauses (a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans and in each case at least equivalent to the benefits provided to each the Company Participant such service was not recognized under the Company Employee Plans prior to the Effective Timecorresponding Benefit Plan. (c) As promptly Effective as practicable following of the Effective TimeClosing Date, Parent Seller shall allocate cause the Company to withdraw and grant terminate as a participating employer in its sole discretion after consultation with Xxxx Xxxxxxx options each NOV Benefit Plan and provide documentation of the approval of such withdrawal and termination to acquire 1,000,000 shares of Parent Common Stock (the “Continuing Employee Options”) among the Continuing Employees and (ii) notify each Continuing Employee of their respective allocation. The Continuing Employee Options shall (i) be issued pursuant Buyer prior to the Parent Stock Option Plan Closing Date. Buyer acknowledges and (ii) vest twenty-five percent (25%) agrees that all such withdrawals and terminations will be effective as of the Closing Date such that the Employees will no longer be active participants in such plans or continue accruing further rights, interests, or entitlements under such NOV Benefit Plans for periods occurring on or after the first anniversary of their issuance date and monthly over a three-year term thereafter; provided, however that in the event a Continuing Employee does not remain an employee or service provider of Parent or its Affiliates on each vesting date, any unissued or unvested Continuing Employee Options allocated to such continuing Employee shall be forfeited without considerationClosing Date. (d) As promptly From and after the Closing Date, Buyer shall cause the Company to perform any obligations to which it is subject under a Collective Bargaining Agreement including, while such obligations are in effect, taking all actions necessary to provide similar 401(k) and health and welfare type plans in which the Union Employees participate as practicable following of the Effective TimeClosing Date in accordance with the terms of the CBA such that there is no gap, Parent shall (i) establish and maintain an employee retention lapse, or interruption in participation under any type of plan for the Continuing Employees, (ii) issue 1,000,000 Restricted Stock Units of Parent (the “Continuing Employee Restricted Stock Units”) covered under the Parent Stock Option Plan CBA. Xxxxx agrees to cause the Continuing EmployeesCompany to engage in any type of bargaining that is required of it under any Collective Bargaining Agreement to which it is subject and applicable Law to participate in such Buyer plans instead of any NOV Benefit Plans, (iii) allocate the Continuing Employee Restricted Stock Units among the Continuing Employees as determined in Parent’s sole discretion after consultation with Xxxx Xxxxxxx and (iv) notify each Continuing Employee of their respective allocation. Each Continuing Employee Restricted Stock Unit issued hereunder shall be subject to forfeiture without consideration including as set forth in Article 27 of the CBA, from the Closing Date until such obligation is no longer required under any Collective Bargaining Agreement to which it is subject. (e) Seller and Buyer will take all actions reasonably necessary to cause a spin-off of the portion of Seller’s or its Affiliates’ flexible spending account plans covering Continuing Employees to Buyer’s cafeteria plan in accordance with Revenue Ruling 2002-32 and subsequent guidance. Participant elections, contribution levels and coverage levels, as in effect prior to the Closing Date under Seller’s or its Affiliates’ flexible spending account plans, will continue to be effective on and after the Closing Date under Xxxxx’s flexible spending account program. As soon as reasonably practicable following the Closing Date, Seller will transfer to Buyer an amount equal to participant contributions in respect of such Continuing Employees to Seller’s flexible spending account plans made in the calendar year in which the Closing occurs through the Closing Date, less reimbursements during that period. Seller will not be responsible for, and will have no liability relating to, resulting from, or arising out of the provision of health reimbursement and dependent care reimbursement benefits to such Continuing Employees following the transfer of the health flexible spending account balances and dependent care flexible spending account balances to Xxxxx’s plan. Xxxxx’s flexible spending account plans will be available to the Continuing Employees after the Closing Date. (f) This Section 6.11(e6.6 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 6.6, whether express or implied, shall confer upon any Person whether or not a party to this Agreement (including any Employee) any right to continued employment with the Company or any rights or remedies of any nature whatsoever under or by reason of this Section 6.6. Nothing contained in this Section 6.6, express or implied, shall be construed to establish, amend, or modify any NOV Benefit Plan, any Company Plan or any other employee benefit plan, program, agreement, or arrangement or require Buyer or any of its Affiliates to continue or amend any Buyer plan and any Buyer plan may be amended or terminated in accordance with its terms and applicable Law. (g) Prior to the Closing, neither Seller, Buyer nor any of their respective Affiliates shall issue any communication (including any electronic communication) to any Employee without the prior written mutual approval of the other Party, such approval not to be unreasonably withheld, conditioned, or delayed. Seller, Buyer or any of their respective Affiliates shall mutually consider and agree to the contents, scope, form and timing of any communications by Buyer with the Employees on all employment-related matters in connection with this Agreement (“Employment Matters”). At any time following the Parties’ agreement in accordance with the preceding sentence, Xxxxx may participate in any communication sessions relating to Employment Matters organized by Seller (“Employee Sessions”). Without limiting the foregoing, Seller and Buyer agree that at all times (i) both Seller and Buyer shall consult with each other prior to any or all parties carrying out any Employee Sessions or otherwise effecting any communications to the Employees relating to Employment Matters and (ii) neither Buyer nor Seller shall make any representation (on behalf of itself or any other party, as applicable) relating to any Employment Matters. (h) Neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall assume or retain any liabilities, obligations, claims or losses arising from or related to any of the NOV Benefit Plans or any Benefit Plan sponsored, maintained, contributed to or required to be contributed to by NOV Inc. or any of its ERISA Affiliates (other than any Company Plan (disregarding for these purposes, clause (ii) of such definition)) regardless of when such liabilities, obligations, claims or losses arise or are incurred. Seller shall remain liable and retain responsibility for, and continue to pay in accordance with the terms of the applicable NOV Benefit Plans, all expenses and benefits for each Employee with respect to claims incurred by such Employee (or his or her spouse and/or covered dependents and beneficiaries) prior to the Closing Date. For purposes of this Section 6.6(h), a claim is deemed incurred: in the case of medical or dental benefits, when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of accidental death and dismemberment or workers compensation claims, when the event giving rise to the claim occurs; and in the case of a claim that results in a hospital admission, on the date of admission. (i) Seller shall retain all Liabilities, costs and expenses with respect to any workers’ compensation policy of Seller and any Affiliate of Seller (other than the Company) that arise from or relate to incidents that are first reported on or prior to the Closing Date. For the avoidance of doubt, Seller shall not retain any Liabilities related to workers compensation claims with respect to any injuries which are, in good faith, first reported following the Closing Date (regardless of whether such injuries arise from or relate to incidents that occur on, prior to or after the Closing Date). (j) In order to enable Seller to make timely distributions to Continuing Employees who participated in Seller’s nonqualified deferred compensation plans prior to the Closing Date, Buyer shall and shall cause the Company to provide timely written notice to Seller regarding the “separation from service” (within the meaning of Section 409A of the Code) for each Continuing Employee listed on Schedule 6.6(i).