Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Affiliate" shall mean, with respect to the Company, any entity that directly or indirectly controls, is controlled by, or is under common control with the Company. Fo

ARTICLE II — EMPLOYMENT AND TERM 2.1 Position and Duties. (a) Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, as Executive Vice President and Chief Financial Officer of the Company, effective as of the Commencement Date. Executive shall serve in such capacity during the Term, subject to the terms and conditions of this Agreement. (b) Reporting. Exec

ARTICLE III — COMPENSATION 3.1 Base Salary. (a) 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 accordance with the Company's regular payroll practices as in effect from time to time (currently on a semi-monthly basis), and subject to applicable tax withholdings and deductions as required by law. (b) The Base Salar

ARTICLE IV — EMPLOYEE BENEFITS 4.1 Benefit Plans. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements maintained by the Company from time to time for the benefit of its senior executives generally, including, without limitation, the Company's group medical, dental, vision, prescription drug, life insurance, accidental death and dismemberment,

ARTICLE V — REPRESENTATIONS OF EXECUTIVE 5.1 Capacity to Enter Agreement. Executive represents and warrants to the Company that Executive is not a party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or other restrictive covenant or obligation that would prevent, restrict, or materially interfere with Executive's acceptance of employment with

ARTICLE VI — TERMINATION OF EMPLOYMENT 6.1 Termination by the Company for Cause. (a) The Company may terminate Executive's employment for Cause at any time during the Term, subject to the notice and cure provisions set forth in Section 1.3. (b) Termination Notice. A termination for Cause shall be effective upon the Company's delivery to Executive of a written notice of termination (or, in the case of a termination un

ARTICLE VII — SECTION 280G; PARACHUTE PAYMENTS 7.1 Best-Net Cutback Provision. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive's employment, whether pursuant to the ter