Contract analysis

ARTICLE I — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For the avoidanc

ARTICLE II — EMPLOYMENT AND TERM

Section 2.1 — Position and Duties (a) Employment. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, as Chief Financial Officer of the Company and its consolidated subsidiaries, effective as of the Effective Time. In such capacity, Executive shall have the duties, responsibilities, and authority commensurate with the position of Chief Financial Officer of a company of simi

Section 2.2 — Employment Term (a) Initial Term. The initial term of Executive's employment under this Agreement shall commence on the Effective Time and shall continue for a period of three (3) years from the Effective Time (the "Initial Term"), unless earlier terminated in accordance with Article V. (b) Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive on

Section 3.1 — Base Salary During the Term, the Company shall pay Executive an annual base salary of Six Hundred Fifty Thousand Dollars ($650,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's regular payroll practices as in effect from time to time, but no less frequently than semi-monthly, subject to applicable tax withholding and deductions. The Base Salary shall

Section 3.2 — Annual Bonus (a) Target Bonus. With respect to each fiscal year of the Company during the Term, Executive shall be eligible to earn an annual performance bonus (the "Annual Bonus") with a target amount equal to 100% of Executive's Base Salary as in effect on the last day of such fiscal year (the "Target Bonus"), which, as of the Effective Time, is $650,000. (b) Maximum Bonus. The maximum Annual Bonus th

Section 3.3 — Equity Rollover (a) Acknowledgment of Rollover. The Parties acknowledge and agree that, pursuant to the Rollover Agreement, Executive has contributed equity interests in the Company with an aggregate value of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Rollover Equity") to Parent in exchange for equity interests in Parent, representing a rollover of 50% of Executive's pre-Merg

Section 3.4 — Management Equity Incentive Plan (a) Eligibility. Executive shall be eligible to participate in the Management Equity Incentive Plan of Ardent Apex Holdings Inc. adopted at or around the Effective Time (the "Plan"), on terms no less favorable than those made available to other senior executives of the Company, subject to the terms and conditions of the Plan and any award agreements entered into thereund

Section 3.5 — Employee Benefits (a) Benefit Plans Generally. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements that the Company makes generally available to its senior executives from time to time, including, without limitation, medical, dental, vision, life insurance, accidental death and dismemberment insurance, short-term and long-term d

Section 3.6 — Vacation and Paid Time Off During the Term, Executive shall be entitled to five (5) weeks (twenty-five (25) business days) of paid vacation per calendar year, in addition to all Company-recognized holidays, in accordance with the Company's vacation and paid time off policies as in effect from time to time. Unused vacation days shall be subject to the Company's vacation accrual and carry-over policies ge

Section 3.7 — Expense Reimbursement (a) Business Expenses Generally. During the Term, the Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of her duties hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Such expenses shall include, without limitation, ex

Section 3.8 — Indemnification and D&O Insurance (a) Indemnification. The Company shall indemnify, defend, and hold harmless Executive to the fullest extent permitted by applicable law, including but not limited to the Delaware General Corporation Law, and by the Company's certificate of incorporation and bylaws as in effect from time to time, against any and all costs, expenses (including reasonable attorneys' fees a

ARTICLE IV — REPRESENTATIONS AND COVENANTS OF EXECUTIVE

Section 4.1 — Authority; No Conflicts Executive hereby represents and warrants to the Company that (a) Executive has the full legal capacity and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement by Executive does not and will not conflict with, breach, violate, or cause a default under any contract, agreement, instrument, order, judgment, or decr

Section 4.2 — No Prior Restrictions Executive hereby represents and warrants to the Company that she is not subject to any non-competition, non-solicitation, confidentiality, or other restrictive covenant or agreement with any former employer, business associate, or other Person that would in any way prevent, restrict, limit, or otherwise impair Executive's ability to perform her duties and responsibilities under thi

Section 4.3 — Compliance with Policies Executive agrees to comply at all times during the Term with all applicable policies, procedures, rules, codes of conduct, and guidelines of the Company and its Affiliates as in effect from time to time, including, without limitation, the Company's Code of Business Conduct and Ethics, insider trading policy, anti-corruption policy, and information security policies. Executive fu

Section 5.1 — Termination Events Executive's employment hereunder may be terminated during the Term by the occurrence of any of the following events: (a) Death. Executive's employment shall terminate automatically upon the death of Executive. (b) Disability. The Company may terminate Executive's employment upon Executive's Disability, by delivering written notice to Executive (or her legal representative) of the Comp

Section 5.2 — Cause For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (i) Executive's material breach of this Agreement or any material policy of the Company, which breach, if capable of cure, remains uncured for a period of thirty (30) days after written notice from the Company specifying the nature of such breach in reasonable detail; (ii) Executive's willful misconduct or g

Section 5.3 — Good Reason For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's prior written consent: (i) a material diminution in Executive's title, authority, duties, or responsibilities, including, without limitation, Executive's ceasing to serve as Chief Financial Officer of the Company and its consolidated subsidiaries (other than temporarily

Section 5.4 — Severance upon Termination without Cause or for Good Reason In the event that Executive's employment is terminated during the Term by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Section 5.4(f) below, Executive shall be entitled to receive the following payments and benefits: (a) Accrued Obligations. The Company shall pay to Executiv

Section 5.5 — Termination for Cause or Voluntary Resignation without Good Reason In the event that Executive's employment is terminated by the Company for Cause or by Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations as described in Section 5.4(a). Executive shall not be entitled to any Cash Severance, Pro-Rata Bonus (unless earned and vested as

Section 5.6 — Death or Disability In the event that Executive's employment is terminated due to Executive's death or Disability, Executive (or Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive the following payments and benefits: (a) Accrued Obligations. The Accrued Obligations as described in Section 5.4(a), payable at the times specified therein. (b) Pro-Rata Bo

Section 5.7 — Non-Renewal (a) Non-Renewal by the Company. In the event that the Company delivers a notice of non-renewal pursuant to Section 2.2(b) and Executive's employment terminates upon the expiration of the then-current term, such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause, and Executive shall be entitled to the Severance Benefits as set forth i

Section 5.8 — Resignation of Positions Upon the termination of Executive's employment for any reason, Executive shall be deemed to have automatically resigned, as of the date of such termination, from all positions, offices, directorships, and committee memberships that Executive holds with the Company and each of its Affiliates (including Parent and any Affiliate of Parent), unless otherwise agreed in writing by the

ARTICLE VI — SECTION 280G AND SECTION 409A

Section 6.1 — Section 280G (a) Cutback Provision. Notwithstanding anything to the contrary in this Agreement or any other agreement, plan, or arrangement, in the event that any payments or benefits provided or to be provided to Executive under this Agreement, together with any payments or benefits provided or to be provided to Executive under any other plan, agreement, or arrangement with the Company or its Affiliate

Section 6.2 — Section 409A Compliance (a) Intent to Comply. This Agreement is intended to comply with, or to be exempt from, the requirements of Section 409A of the Code ("Section 409A"), and the provisions hereof shall be construed and interpreted in a manner consistent with such intent. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be re

ARTICLE VII — RESTRICTIVE COVENANTS

Section 7.1 — Confidentiality (a) Non-Disclosure. During Executive's employment and at all times thereafter, regardless of the reason for or circumstances of Executive's termination of employment, Executive shall not, directly or indirectly, disclose, publish, communicate, or use for Executive's own benefit or the benefit of any other Person, any Confidential Information of the Company or any of its Affiliates, excep

Section 7.2 — Non-Competition (a) Non-Competition Covenant. During Executive's employment and for a period of twenty-four (24) months following the date of termination for any reason (the "Restricted Period"), Executive shall not, directly or indirectly, whether as an employee, consultant, advisor, independent contractor, officer, director, partner, member, owner, investor, principal, agent, or in any other capacity,

Section 7.3 — Non-Solicitation of Employees During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, (a) solicit, recruit, or hire (or attempt to solicit, recruit, or hire) any individual who is, or was at any time during the six (6) month period immediately preceding such solicitation, an employee of the Company or any of its Affiliates, o

Section 7.4 — Non-Solicitation of Customers and Business Partners During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, divert, or take away (or attempt to solicit, divert, or take away) the business or patronage of any customer, client, vendor, supplier, or business partner of the Company or any of its Affiliates with whom Exec

Section 7.5 — Non-Disparagement (a) Executive's Non-Disparagement. Executive agrees that, during the Term and at all times thereafter, she shall not make, publish, or communicate, or cause to be made, published, or communicated, any statements that are disparaging, defamatory, or damaging to the reputation or goodwill of the Company, any of its Affiliates, Sponsor, or their respective current or former officers, dire

Section 7.6 — Enforcement and Remedies (a) Irreparable Harm. Executive acknowledges and agrees that (i) the restrictive covenants contained in this Article VII are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, (ii) the Company would be irreparably harmed by any breach or threatened breach of such restrictive covenants, and (iii) monetary damages alone would n

Section 7.7 — Defend Trade Secrets Act Notice Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Executive is hereby notified that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attor