(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.