COLORADO ADDENDUM. Notwithstanding anything in the Agreement or the Addendum to the contrary, if Participant resides in Colorado, then for so long as Participant resides in Colorado: The Governing Law clause in Section 12 shall not be applied to deprive Participant of the protections or benefits of Colorado law, and nothing in this Agreement shall require Participant to litigate a claim relating to this Section 11 outside of Colorado. The non-competition covenant in Section 11(b)(1) and the Covered Person non-solicitation in Section 11(b)(2)(ii) will not be enforceable against Participant unless Participant’s earnings from the Company, when annualized, exceed the equivalent of $112,500 per year or the earnings threshold in effect as adjusted annually by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment. The definition of “Covered Person” shall be modified to cover only those customers, residents, patients, referral sources, clients, vendors, suppliers, investors, equity or financing sources, or consultants with respect to which Participant would have been provided trade secret information during the last two years of Participant’s employment with the Company. Participant stipulates that the non-competition and covered person non-solicitation obligations in Sections 11(a), 11(b)(1), and 11(b)(2)(ii) are reasonable and necessary for the protection of trade secrets within the meaning § 8-2-113(2)(b) (the “Colorado Noncompete Act”). Participant acknowledges that they received notice of the covenant not to compete and its terms before Participant accepted an offer of employment, or, if a current employee at the time Participant enters into this Agreement, at least fourteen (14) days before the earlier of the effective date of the Agreement or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant not to compete.
COLORADO ADDENDUM. No. 1: The language in subparagraph 1(a) is modified by adding the following: I acknowledge and agree that the restrictions in this paragraph are reasonable and shall not prohibit the disclosure of information arising from my general training, knowledge, skill, or experience, whether gained on the job or otherwise, information readily ascertainable to the public, and/or information an employee has a right to disclose as legally protected conduct. No. 2: The language in paragraph 2 “Non-Competition” is modified so that the term “same geographic area” is defined to mean: the territory (i.e.: (i) state(s), (ii) county(ies), and/or (iii) city(ies)) where, during the twenty-four (24) months prior to my last day of employment with the Company, I: (A) had material responsibilities or performed services on behalf of the Company (or in which I supervised others with respect to the exercise of such material responsibilities or servicing activities) and/or (B) solicited Restricted Customer or otherwise sold services on behalf of the Company (or in which I supervised such solicitation or selling activities). If my material responsibilities were not geographically limited to any territory at any time during the twenty-four (24) months prior to my last day of employment with the Company, “same geographic area” means anywhere in the United States the Company is engaged in the business. Same geographic area only covers territory where my knowledge of the Company’s Trade Secrets could be used by a competitor to unfairly compete with or undermine the Company’s legitimate business interests. No. 3: The language in paragraph 2 “Non-Competition,” paragraph 3 “Non-Solicitation,” and paragraph 4 “Non-Inducement” is modified by adding the following: If I primarily work or reside in the State of Colorado, the restrictions related to competitive activities in paragraph 2 only applies to the extent I earn, both at the time this Non-Compete Agreement is entered into and at the time the Company enforces it, an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers as determined by the Colorado Department of Labor and Employment at the time this Non-Compete Agreement is entered into, and such activities will involve the inevitable use of, or near-certain influence by my knowledge of, Trade Secrets disclosed to me during the course of my employment with the Company. If I primarily work or reside in the State of Colorado, ...
COLORADO ADDENDUM. To the extent that Colorado law is deemed to govern this Agreement, the following modifications apply: The protective covenants contained in the Agreement, including all of the restrictions contained in Articles 2 and 3, will not be applicable to the extent they are designed to protect Employer’s goodwill. If at the time of Employee’s termination, Employee is not employed as an executive, manager, or officer, or on the professional staff of an executive or manager, then each of the protective covenants of the Agreement, including Sections 2.2, 2.3, 3.1 and 3.3, apply only to the extent necessary to protect a trade secret of Employer or Employer’s Affiliates. EMPLOYMENT RESTRICTIONS AGREEMENT - PAGE 11
