Common use of Purpose and Effective Date Clause in Contracts

Purpose and Effective Date. On or about the date hereof, the Company and Parent entered into or will enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which a wholly owned subsidiary of Parent will merge into the Company and the Company will be the surviving corporation (the “Merger”). The purpose of this Agreement is to terminate all prior employment agreements and similar arrangements between the Company, and any of its affiliates, and Executive relating to the subject matter of this Agreement, to recognize Executive’s significant contributions to the overall financial performance and success of the Company, to protect the Company’s business interests through restrictive covenants, and to provide a single, integrated document which shall provide the basis for Executive’s continued employment by Parent and the Company. This Agreement will be effective upon the closing of the Merger (the “Effective Date”). If, for any reason, the Merger is not completed or effectuated, this Agreement shall be void and any prior agreements relating to Executive’s employment with the Company shall remain in effect.