Common use of Post-Closing Employment Matters Clause in Contracts

Post-Closing Employment Matters. (1) The Employees as of immediately prior to the Effective Time are referred to herein as the "Covered Employees". Without limiting any additional rights that any Covered Employee may have under any Employee Plan or under applicable Law, for a period of twelve (12) months following the Effective Time (or, if earlier, until the date of termination of an applicable Covered Employee), the Purchaser will or will cause the Company to provide each Covered Employee with (i) total compensation (excluding retention bonuses, transaction bonuses, termination entitlements and severance) that is substantially comparable in the aggregate to those in effect for such Covered Employee immediately prior to the Effective Time, (ii) notice of termination, pay in lieu of notice and severance benefits to each Covered Employee that are substantially comparable in the aggregate to those that would have been provided to such Covered Employee under the applicable termination and severance benefits plan, programs, policies agreements and arrangements as in effect immediately prior to the Effective Time, and if no such arrangements were then in effect then Covered Employees will be provided with notice or payment in lieu of notice and severance as required by applicable Law, and (iii) employee benefits (excluding equity or equity-based, long-term incentive, retention, transaction, termination, severance, nonqualified deferred compensation, defined benefit pension, or any post-employment or retiree health and welfare benefits or compensation) that are substantially comparable in the aggregate to those that such Covered Employee was entitled to receive immediately prior to the Effective Time under the Employee Plans set forth in Section 3.1(32)(a) of the Company Disclosure Letter; provided that, for greater certainty, neither the Purchaser nor the Company shall have any obligation to offer or grant any equity or equity-based, long- term incentive or any nonqualified deferred compensation to any Covered Employee except where required pursuant to applicable Law. (2) Without limiting the generality of Section 4.14(1), from and after the Effective Time, the Purchaser shall honor and perform, or cause the Company to honor and perform, all of the obligations of the Company and any of its Subsidiaries under Employee Plans and other agreements or arrangements with current or former Employees in accordance with their terms as in effect on the date hereof (with such modifications as may be made before the Effective Time as permitted by the terms hereof). (3) The Purchaser further agrees that, from and after the Effective Time, the Purchaser will, or will cause the Company to grant all Covered Employees credit for any service with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) earned prior to the Effective Time for purposes of the Covered Employee's eligibility, vesting and entitlement to benefits (excluding benefit accrual under any defined benefit pension plan) under any benefit plan that may be established or maintained by the Purchaser, the Company or any of their respective Subsidiaries on or after the Effective Time for the benefit of Covered Employees (the "New Plans") to the same extent and for the same purpose as such service was credited under the analogous Employee Plan in which such Covered Employee participated immediately prior to the Effective Time; provided, however, that the foregoing shall not apply to the extent it results in the duplication of benefits, compensation or coverage for the same period of service nor if such service does not affect the provision of benefits under the applicable New Plan. The Purchaser will, or will cause the Company to, honour all accrued but unused vacation, paid time off, personal and sick days of Covered Employees as of the Effective Time. In addition, the Purchaser will or will cause the Company to use commercially reasonable efforts to (a) waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide health benefits to the same extent waived or satisfied by a Covered Employee under the analogous Employee Plan that is a group health plan in which such Covered Employee participated immediately prior to the Effective Time, and (b) for the plan year in which the Effective Time occurs, take into account any covered expenses paid on or before the Effective Time by any Covered Employee (or covered dependent thereof) under the analogous Employee Plan that is a group health plan during the plan year in which the Effective Time occurs for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions under any applicable New Plan. (4) Nothing in this Agreement shall (i) create any third party beneficiary rights in any Employee, any beneficiary or dependents thereof, or any collective bargaining Representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Employee, (ii) prohibit or limit the Purchaser, following the Closing, the Company or any of their respective Subsidiaries from amending or terminating any Employee Plan or be construed to establish any benefit or compensation plan, program, policy, agreement or arrangement, or (iii) be construed as a commitment on the part of the Purchaser, following the Closing, the Company or any of their respective Subsidiaries to continue the employment of any Employee following the Closing. (5) The Parties acknowledge that any change of control, retention, severance, or payments in lieu of notice that were granted pursuant to an Employee Plan or employment agreement, in each case, as set forth on Section 3.1(30)(b) of the Company Disclosure Letter and are owed and become payable to Employees or the directors of the Company by the Company solely as a result of the completion of the Arrangement shall be paid by the Company to such Employees or directors on the Effective Date prior to or simultaneously with the filing by the Company of the Articles of Arrangement with the Director in accordance with Section 2.8, unless otherwise specified in the applicable Employee Plan or employment agreement with respect to the timing of payment.

Post-Closing Employment Matters. (1) The Employees as of immediately prior to the Effective Time who continue their employment with Purchaser, the Company or any of their respective Subsidiaries immediately following the Effective Time are referred to herein as the "Covered “Continuing Employees". Without limiting any additional rights that any Covered Employee may have under any Employee Plan or under applicable Law, for .” For a period of at least twelve (12) months following the Effective Time Time, or (or, if earlier, until ) the date of termination of an applicable Covered the Continuing Employee)’s employment with such entities, the Purchaser will or will cause the Company to provide each Covered Continuing Employee with (i) total compensation (excluding retention bonuses, transaction bonuses, termination entitlements and severance) that is substantially comparable in the aggregate to those in effect for such Covered Employee immediately prior to the Effective Timebase salary or hourly wages, (ii) notice of termination, pay in lieu of notice target annual cash incentive compensation opportunities (including commissions and severance benefits to each Covered Employee that are substantially comparable in the aggregate to those that would have been provided to such Covered Employee under the applicable termination and severance benefits plan, programs, policies agreements and arrangements as in effect immediately prior to the Effective Timetarget annual bonuses, and if no such arrangements were then in effect then Covered Employees will be provided with notice excluding any equity incentives or payment in lieu of notice and severance as required by applicable Lawlong-term cash incentives), and (iii) employee benefits (excluding equity or equity-based, long-term incentive, retention, transaction, termination, severance, nonqualified deferred compensation, defined benefit pension, or any post-employment or retiree health and welfare benefits or compensationdefined benefit pension plans or any post-termination or post-employment health benefits) that are substantially comparable comparable, considered in the aggregate aggregate, to those that such Covered Continuing Employee was entitled to receive immediately prior to the Effective Time under the Employee Plans set forth in Section 3.1(32)(a) of the Company Disclosure Letter; provided that, for greater certainty, neither the Purchaser nor the Company shall have any obligation to offer or grant any equity or equity-based, long- term incentive or any nonqualified deferred compensation to any Covered Employee except where required pursuant to applicable LawTime. (2) Without limiting the generality of Section 4.14(1), from From and after the Effective Time, the Purchaser shall honor and perform, or cause the Company to honor and perform, all of the obligations of the Company and any of its Subsidiaries subsidiaries under Employee Plans employment and other agreements or arrangements with current or former Employees and Employee Plans to the extent such agreements and Employee Plans are specifically identified on Schedule 3.1(34) in accordance with their terms as in effect on the date hereof (with such modifications as may be made before the Effective Time as permitted by the terms hereof). (3) The Purchaser further agrees thatWithout limiting the generality of Section 4.17(2), from and after no later than thirty (30) days following the Effective Time, the Purchaser will, or will cause make grants of restricted stock unit awards to employees of the Company or a Subsidiary of the Company set forth on Section 4.17(3) of the Company Disclosure Letter who remain employed by Purchaser, the Company or their respective Subsidiaries through the grant date of such awards (the “Purchaser Equity Awards”). The number of shares subject to each Purchaser Equity Award shall be determined by dividing the dollar value set forth opposite the applicable employee’s name on Section 4.17(3) of the Company Disclosure Letter by the closing price (in regular trading) of Parent’s common stock on the grant all date. Each such award shall vest in up to four annual installments following the grant date, subject to the grantee’s continuing to be Actively Employed through the applicable vesting date, and shall be granted pursuant to Parent’s equity incentive plan and standard form of employee restricted stock unit agreement. (4) The Purchaser hereby acknowledges and agrees that the persons listed on Section 4.17(4) of the Company Disclosure Letter (the “Covered Employees credit Persons”) shall be entitled to receive the bonus amount for their fiscal 2022 bonus set out opposite their name on Section 4.17(4) of the Company Disclosure Letter (which amount the Company hereby confirms is not greater than 150% of the applicable Covered Employee’s target bonus for fiscal 2022) (the “Covered Bonus”), provided that (subject to the final sentence of this Section 4.17(4)), a Covered Person’s right to payment of his or her Covered Bonus shall be contingent on the Covered Person’s remaining Actively Employed with the Parent, the Purchaser, Company or their respective Subsidiaries through the date such Covered Bonus is paid. The payment date of each Covered Bonus shall be determined by the Purchaser (or the Company if prior to the Closing) but in no event will be later than March 15, 2023. Notwithstanding the foregoing, the Purchaser covenants and agrees that if a Covered Person’s employment with Parent, the Purchaser, the Company or their Subsidiaries is terminated by the Purchaser or any service of its Affiliates after the Closing without cause or by the Covered Person for Good Reason, then the Purchaser shall pay the Covered Bonus (to the extent not previously paid) to such Covered Person on or before the next payroll date following such Covered Person’s last day of employment with Parent, Purchaser, the Company or their Subsidiaries, subject to the Covered Person’s providing a release of claims to Purchaser on Purchaser’s standard form of release. “Good Reason” shall mean “good reason” or any similar concept that exists in an employment or other individual agreement between a Covered Person and the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such SubsidiarySubsidiaries, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) earned prior to the Effective Time for purposes of the Covered Employee's eligibilityif any, vesting and entitlement to benefits (excluding benefit accrual under any defined benefit pension plan) under any benefit plan that may be established or maintained by the Purchaser, the Company or any of their respective Subsidiaries on or after the Effective Time for the benefit of Covered Employees (the "New Plans") to the same extent and for the same purpose as such service was credited under the analogous Employee Plan in which such Covered Employee participated immediately prior to the Effective Time; provided, however, that the foregoing shall not apply to the extent it results in the duplication of benefits, compensation or coverage for the same period of service nor if such service does not affect the provision of benefits under the applicable New Plan. The Purchaser will, or will cause the Company to, honour all accrued but unused vacation, paid time off, personal and sick days of Covered Employees as of the Effective Time. In addition, the Purchaser will or will cause the Company to use commercially reasonable efforts to (a) waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide health benefits to the same extent waived or satisfied by a Covered Employee under the analogous Employee Plan that is a group health plan in which such Covered Employee participated immediately prior to the Effective Time, and (b) for the plan year in which the Effective Time occurs, take into account any covered expenses paid on or before the Effective Time by any Covered Employee (or covered dependent thereof) under the analogous Employee Plan that is a group health plan during the plan year in which the Effective Time occurs for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions under any applicable New Plan. (4) Nothing in this Agreement shall (i) create any third party beneficiary rights in any Employee, any beneficiary or dependents thereof, or any collective bargaining Representative thereof, with respect to the compensation, terms and conditions any Covered Person who is not subject to such agreement or whose agreement does not contain a definition of employment and benefits that may be provided to any Employee, (ii) prohibit or limit the Purchaser, following the Closing, the Company “good reason” or any of their respective Subsidiaries from amending or terminating any Employee Plan or be construed to establish any benefit or compensation plan, program, policy, agreement or arrangement, or (iii) be construed as a commitment on the part of the Purchaser, following the Closing, the Company or any of their respective Subsidiaries to continue the employment of any Employee following the Closingsimilar concept. (5) The Parties acknowledge that any change of control, retention, severance, or payments in lieu of notice that were granted pursuant to an Employee Plan or employment agreement, in each case, as set forth on Section 3.1(30)(b) of the Company Disclosure Letter and are owed and become payable to Employees or the directors of the Company by the Company solely as a result of the completion of the Arrangement shall be paid by the Company to such Employees or directors on the Effective Date prior to or simultaneously with the filing by the Company of the Articles of Arrangement with the Director in accordance with Section 2.8, unless otherwise specified in the applicable Employee Plan or employment agreement with respect to the timing of payment.

Post-Closing Employment Matters. (1a) The Company Employees as of immediately prior to the Effective Time are referred to herein as the "“Covered Employees". Without limiting any additional rights that any Covered Employee may have under any Employee Plan or under applicable Law.” Subject to Section 4.9(c), for a period of twelve (12) months following the Effective Time (or, if earlier, until the date of termination of an applicable Covered Employee)this Agreement, the Purchaser will or will cause the Company to provide each Covered Employee with (i) total base salary or hourly wages and cash incentive compensation (excluding retention bonuses, transaction bonuses, termination entitlements and severance) that is substantially comparable in the aggregate to those in effect for such Covered Employee immediately prior to the Effective Time, (ii) notice of termination, pay in lieu of notice and severance benefits to each Covered Employee opportunities that are substantially comparable similar, in the aggregate aggregate, to those that would have been provided to such Covered Employee under the applicable termination and severance benefits plan, programs, policies agreements and arrangements as in effect immediately prior to the Effective Timedate hereof, and if no such arrangements were then in effect then Covered Employees will provided that any form of discretionary compensation continue to be provided with notice or payment in lieu at the sole discretion of notice and severance as required by applicable Lawthe Company, and (iiiii) employee benefits (excluding equity or equity-based, long-term incentive, retention, transaction, termination, severance, nonqualified deferred compensation, defined benefit pension, or any post-employment or retiree health and welfare benefits or compensationdefined benefit pension plans or any post-termination or post-employment health benefits) that are substantially comparable similar, in the aggregate aggregate, to those that such Covered Employee was entitled to receive immediately prior to as at the Effective Time under date hereof, in each case, provided the Employee Plans set forth in specific terms of such entitlements have been disclosed on Section 3.1(32)(a) 4.9 of the Company Disclosure Letter; provided that, for greater certainty, neither the Purchaser nor the Company shall have any obligation to offer or grant any equity or equity-based, long- term incentive or any nonqualified deferred compensation to any Covered Employee except where required pursuant to applicable Law. (2b) Without limiting the generality of Section 4.14(14.9(a) but subject to Section 4.9(c), from and after for a period of twelve (12) months following the Effective Timedate of this Agreement, the Purchaser shall honor honour and perform, or cause the Company to honor honour and perform, all of the obligations of the Company and any of its Subsidiaries subsidiaries under Employee Plans existing employment and other agreements or arrangements with current or former Covered Employees and Employee Plans in accordance with their terms as in effect on the date hereof (with and to the extent the specific terms of such modifications as may be made before agreements and Employee Plans have been disclosed on Section 4.9 of the Effective Time as permitted by the terms hereof)Company Disclosure Letter. (3c) The Purchaser further agrees that, from and after the Effective Time, the Purchaser will, or will cause the Company to grant all Covered Employees credit for any service with the Company or any provisions of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) earned prior to the Effective Time for purposes of the Covered Employee's eligibility, vesting and entitlement to benefits (excluding benefit accrual under any defined benefit pension plan) under any benefit plan that may be established or maintained by the Purchaser, the Company or any of their respective Subsidiaries on or after the Effective Time this Section 4.9 are solely for the benefit of Covered Employees (the "New Plans") Parties to the same extent this Agreement and for the same purpose as such service was credited under the analogous Employee Plan in which such Covered Employee participated immediately prior to the Effective Time; provided, however, that the foregoing shall not apply to the extent it results in the duplication constitute a guarantee of benefits, compensation employment or coverage for the same period of service nor if such service does not affect the provision of benefits under the applicable New Plan. The Purchaser will, or will cause the Company to, honour all accrued but unused vacation, paid time off, personal and sick days of Covered Employees as of the Effective Time. In addition, prevent the Purchaser will or will cause the Company to use commercially reasonable efforts to (a) waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide health benefits to the same extent waived or satisfied by a Covered Employee under the analogous Employee Plan that is a group health plan in which such Covered Employee participated immediately prior to the Effective Time, and (b) for the plan year in which the Effective Time occurs, take into account any covered expenses paid on or before the Effective Time by any Covered Employee (or covered dependent thereof) under the analogous Employee Plan that is a group health plan during the plan year in which the Effective Time occurs for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions under any applicable New Plan. (4) Nothing in this Agreement shall (i) create any third party beneficiary rights in any Employee, any beneficiary or dependents thereof, or any collective bargaining Representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Employee, (ii) prohibit or limit the Purchaser, following the Closing, from causing the Company or any of their respective Subsidiaries from amending or terminating any Employee Plan or be construed its subsidiaries to establish any benefit or compensation plan, program, policy, agreement or arrangement, or (iii) be construed as a commitment on the part of the Purchaser, following the Closing, the Company or any of their respective Subsidiaries to continue terminate the employment of any Employee following the Closing. (5) The Parties acknowledge that any change of control, retention, severance, or payments in lieu of notice that were granted pursuant to an Employee Plan or employment agreement, in each case, as set forth on Section 3.1(30)(b) of the Company Disclosure Letter and are owed and become payable to Employees or the directors of the Company by the Company solely as a result of the completion of the Arrangement shall be paid by the Company to such Employees or directors on the Effective Date prior to or simultaneously with the filing by the Company of the Articles of Arrangement with the Director person in accordance with applicable Law. No provision of this Section 2.84.9 is intended to, unless otherwise specified in or shall constitute the applicable establishment or adoption of or an amendment to any existing entitlement and no current or former Company Employee Plan shall be regarded for any purpose as a third party beneficiary to this Agreement or employment agreement with respect have the right to enforce the timing of paymentprovisions hereof.

Post-Closing Employment Matters. (1) The Employees as of immediately prior to the Effective Time who continue their employment with Purchaser, the Company or any of their respective Subsidiaries immediately following the Effective Time are referred to herein as the "Covered “Continuing Employees". Without limiting any additional rights that any Covered Employee may have under any Employee Plan or under applicable Law, for .” For a period of at least twelve (12) months following the Effective Time Time, or (or, if earlier, until ) the date of termination of an applicable Covered the Continuing Employee)'s employment with such entities, the Purchaser will or will cause the Company to provide each Covered Continuing Employee with (i) total compensation (excluding retention bonuses, transaction bonuses, termination entitlements and severance) that is substantially comparable in the aggregate to those in effect for such Covered Employee immediately prior to the Effective Timebase salary or hourly wages, (ii) notice of termination, pay in lieu of notice target annual cash incentive compensation opportunities (including commissions and severance benefits to each Covered Employee that are substantially comparable in the aggregate to those that would have been provided to such Covered Employee under the applicable termination and severance benefits plan, programs, policies agreements and arrangements as in effect immediately prior to the Effective Timetarget annual bonuses, and if no such arrangements were then in effect then Covered Employees will be provided with notice excluding any equity incentives or payment in lieu of notice and severance as required by applicable Lawlong-term cash incentives), and (iii) employee benefits (excluding equity or equity-based, long-term incentive, retention, transaction, termination, severance, nonqualified deferred compensation, defined benefit pension, or any post-employment or retiree health and welfare benefits or compensationdefined benefit pension plans or any post-termination or post-employment health benefits) that are substantially comparable comparable, considered in the aggregate aggregate, to those that such Covered Continuing Employee was entitled to receive immediately prior to the Effective Time under the Employee Plans set forth in Section 3.1(32)(a) of the Company Disclosure Letter; provided that, for greater certainty, neither the Purchaser nor the Company shall have any obligation to offer or grant any equity or equity-based, long- term incentive or any nonqualified deferred compensation to any Covered Employee except where required pursuant to applicable LawTime. (2) Without limiting the generality of Section 4.14(1), from From and after the Effective Time, the Purchaser shall honor and perform, or cause the Company to honor and perform, all of the obligations of the Company and any of its Subsidiaries subsidiaries under Employee Plans employment and other agreements or arrangements with current or former Employees and Employee Plans to the extent such agreements and Employee Plans are specifically identified on Schedule 3.1(34) in accordance with their terms as in effect on the date hereof (with such modifications as may be made before the Effective Time as permitted by the terms hereof). (3) The Purchaser further agrees thatWithout limiting the generality of Section 4.17(2), from and after no later than thirty (30) days following the Effective Time, the Purchaser will, or will cause make grants of restricted stock unit awards to employees of the Company or a Subsidiary of the Company set forth on Section 4.17(3) of the Company Disclosure Letter who remain employed by Purchaser, the Company or their respective Subsidiaries through the grant date of such awards (the “Purchaser Equity Awards”). The number of shares subject to each Purchaser Equity Award shall be determined by dividing the dollar value set forth opposite the applicable employee's name on Section 4.17(3) of the Company Disclosure Letter by the closing price (in regular trading) of Parent's common stock on the grant all date. Each such award shall vest in up to four annual installments following the grant date, subject to the grantee's continuing to be Actively Employed through the applicable vesting date, and shall be granted pursuant to Parent's equity incentive plan and standard form of employee restricted stock unit agreement. (4) The Purchaser hereby acknowledges and agrees that the persons listed on Section 4.17(4) of the Company Disclosure Letter (the “Covered Employees credit Persons”) shall be entitled to receive the bonus amount for their fiscal 2022 bonus set out opposite their name on Section 4.17(4) of the Company Disclosure Letter (which amount the Company hereby confirms is not greater than 150% of the applicable Covered Employee's target bonus for fiscal 2022) (the “Covered Bonus”), provided that (subject to the final sentence of this Section 4.17(4)), a Covered Person's right to payment of his or her Covered Bonus shall be contingent on the Covered Person's remaining Actively Employed with the Parent, the Purchaser, Company or their respective Subsidiaries through the date such Covered Bonus is paid. The payment date of each Covered Bonus shall be determined by the Purchaser (or the Company if prior to the Closing) but in no event will be later than March 15, 2023. Notwithstanding the foregoing, the Purchaser covenants and agrees that if a Covered Person's employment with Parent, the Purchaser, the Company or their Subsidiaries is terminated by the Purchaser or any service of its Affiliates after the Closing without cause or by the Covered Person for Good Reason, then the Purchaser shall pay the Covered Bonus (to the extent not previously paid) to such Covered Person on or before the next payroll date following such Covered Person's last day of employment with Parent, Purchaser, the Company or their Subsidiaries, subject to the Covered Person's providing a release of claims to Purchaser on Purchaser's standard form of release. “Good Reason” shall mean “good reason” or any similar concept that exists in an employment or other individual agreement between a Covered Person and the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such SubsidiarySubsidiaries, to the extent service with the predecessor employer is recognized by the Company or such Subsidiary) earned prior to the Effective Time for purposes of the Covered Employee's eligibilityif any, vesting and entitlement to benefits (excluding benefit accrual under any defined benefit pension plan) under any benefit plan that may be established or maintained by the Purchaser, the Company or any of their respective Subsidiaries on or after the Effective Time for the benefit of Covered Employees (the "New Plans") to the same extent and for the same purpose as such service was credited under the analogous Employee Plan in which such Covered Employee participated immediately prior to the Effective Time; provided, however, that the foregoing shall not apply to the extent it results in the duplication of benefits, compensation or coverage for the same period of service nor if such service does not affect the provision of benefits under the applicable New Plan. The Purchaser will, or will cause the Company to, honour all accrued but unused vacation, paid time off, personal and sick days of Covered Employees as of the Effective Time. In addition, the Purchaser will or will cause the Company to use commercially reasonable efforts to (a) waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that provide health benefits to the same extent waived or satisfied by a Covered Employee under the analogous Employee Plan that is a group health plan in which such Covered Employee participated immediately prior to the Effective Time, and (b) for the plan year in which the Effective Time occurs, take into account any covered expenses paid on or before the Effective Time by any Covered Employee (or covered dependent thereof) under the analogous Employee Plan that is a group health plan during the plan year in which the Effective Time occurs for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions under any applicable New Plan. (4) Nothing in this Agreement shall (i) create any third party beneficiary rights in any Employee, any beneficiary or dependents thereof, or any collective bargaining Representative thereof, with respect to the compensation, terms and conditions any Covered Person who is not subject to such agreement or whose agreement does not contain a definition of employment and benefits that may be provided to any Employee, (ii) prohibit or limit the Purchaser, following the Closing, the Company “good reason” or any of their respective Subsidiaries from amending or terminating any Employee Plan or be construed to establish any benefit or compensation plan, program, policy, agreement or arrangement, or (iii) be construed as a commitment on the part of the Purchaser, following the Closing, the Company or any of their respective Subsidiaries to continue the employment of any Employee following the Closingsimilar concept. (5) The Parties acknowledge that any change of control, retention, severance, or payments in lieu of notice that were granted pursuant to an Employee Plan or employment agreement, in each case, as set forth on Section 3.1(30)(b) of the Company Disclosure Letter and are owed and become payable to Employees or the directors of the Company by the Company solely as a result of the completion of the Arrangement shall be paid by the Company to such Employees or directors on the Effective Date prior to or simultaneously with the filing by the Company of the Articles of Arrangement with the Director in accordance with Section 2.8, unless otherwise specified in the applicable Employee Plan or employment agreement with respect to the timing of payment.