(a) This Agreement shall govern the terms and conditions of Executive’s employment with the Company, effective at the Closing (as defined in the Merger Agreement, and the date of the Closing, the “ Effective Date ”); provided that this Agreement shall automatically terminate and shall have no force or effect if (i) Executive’s employment terminates for any reason prior to the Effective Date or (ii) the Merger Agreement is terminated in accordance with its terms and the Closing does not occur. Effective as of and following the transition of Executive’s employment to the Employing Subsidiary, all references herein to the Company and Executive’s employment with the Company shall instead refer to the Employing Subsidiary and Executive’s employment with the Employing Subsidiary. As of the Effective Date, the Prior Agreement shall terminate and be of no force and effect; provided that the Prior Agreement shall continue to govern the parties’ rights and obligations through the Effective Date and any of Executive’s covenants contained in the Prior Agreement that by their terms are intended to survive the termination of the Prior Agreement shall so survive in accordance with their terms, in each case with the Effective Date being deemed to be the last day of the Employment Period as such term is defined and used in the Prior Agreement.