Common use of Purpose and Effectiveness Clause in Contracts

Purpose and Effectiveness. (a) The purpose of this Agreement is to terminate the Prior Agreement, to recognize Employee’s significant contributions to the overall financial performance and success of the Company, to protect the Company’s business interests through the addition of restrictive covenants, and to provide a single, integrated document which shall provide the basis for Employee’s continued employment by the Company; (b) In consideration of and immediately upon the termination of the Prior Agreement, the Company shall pay to Employee $500,000 and Employee shall release all rights and claims that Employee has, had or may have against the Company pursuant to or arising under such Prior Agreement; and (c) This Agreement shall not be effective until the Effective Time (as defined in the Merger Agreement) (the “Effective Date”), and this Agreement shall terminate immediately if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time.

Purpose and Effectiveness. (a) The purpose of this Agreement is to terminate the Prior Agreement, to recognize Employee’s significant contributions to the overall financial performance and success of the Company, to protect the Company’s business interests through the addition of restrictive covenants, and to provide a single, integrated document which shall provide the basis for Employee’s continued employment by the Company; (b) In consideration of and immediately upon the termination of the Prior Agreement, the Company shall pay to Employee $500,000 6,250,000 and Employee shall release all rights and claims that Employee has, had or may have against the Company pursuant to or arising under such Prior AgreementAgreement or with respect to any other benefits to which Employee may be entitled as a result of the Merger; and (c) This Agreement shall not be effective until the Effective Time (as defined in the Merger Agreement) (the “Effective Date”), and this Agreement shall terminate immediately if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time.