Common use of Competitive Conduct Clause in Contracts

Competitive Conduct. While Executive is employed by the Company and for the two-year period beginning on the date of termination of employment, Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity for the benefit of any person: (a) solicit any person who then is, and who was within six months prior to the termination of Executive's employment, a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes with such person's relationship with the Company, or in an effort to obtain such person as a customer, supplier, salesman, agent or representative of any business in competition with the Company in the operation of nursing homes, assisted living facilities or contract rehabilitation therapy (or with respect to any material business in which the Company is engaged as of the date of Executive's termination or is actually contemplating as of the date of Executive's termination) (the "Subject Business"), which business conducts operations in the Subject Business within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business in the Subject Business; (b) solicit the employment of or (solely with respect to employees who are then or were managing directors or officers of the Company) hire (whether as an employee, officer, director, agent, consultant or independent contractor), any person who is, or was at any time during the previous three (3) months, an employee, consultant, officer or director of the Company or any of its subsidiaries and affiliates (except for such employment by the Company or any of its subsidiaries and affiliates); (c) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person in any business in competition with the Company in the Subject Business if such person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in the Subject Business in any county, or similar political subdivision in which the Company conducts substantial business. For purposes of Section 10.2, the term "Company" shall include all affiliates and subsidiaries of the Company except, in the event that the Distribution shall occur, GHVI and its subsidiaries.

Competitive Conduct. While Executive is employed by the Company and for the two-year period beginning on the date of termination of employment, Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity for the benefit of any person: (a) solicit any person who then is, and who was within six months prior to the termination of Executive's employment, a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes with such person's relationship with the Company, or in an effort to obtain such person as a customer, supplier, salesman, agent or representative of any business in competition with the Company in the operation of nursing homes, assisted living facilities or contract rehabilitation therapy (or with respect to any material business in which the Company is engaged as of the date of Executive's termination or is actually contemplating as of the date of Executive's termination) (the "Subject Business"), which business conducts operations in the Subject Business within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business in the Subject Businessbusiness; (b) solicit the employment of or (solely with respect to employees who are then or were managing directors or officers of the Company) hire (whether as an employee, officer, director, agent, consultant or independent contractor), any person who is, or was at any time during the previous three (3) months, an employee, consultant, officer or director of the Company or any of its subsidiaries and affiliates (except for such employment by the Company or any of its subsidiaries and affiliates); (c) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person in any business in competition with any material business of the Company in the Subject Business if such person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in the Subject Business in any county, or similar political subdivision in which the Company conducts substantial business. For purposes of Section 10.2, the term "Company" shall include all affiliates and subsidiaries of the Company except, in the event that the Distribution shall occur, GHVI and its subsidiariesElderCare.

Competitive Conduct. While Executive is employed by During the Company Term hereof and for a period of two (2) years following the two-year period beginning on the date of Executive's termination of employmentemployment for any reason, the Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity capacity, for the benefit of any personPerson: (a) solicit Solicit any person who then is, and who was within six months prior to the termination of Person with whom Executive had substantial contact or about whom Executive acquired confidential information during Executive's employment, a customer, supplier, salesman, agent or representative of employment with the Company, Company in any manner which interferes or might interfere with such personPerson's relationship with the Company, or in an effort to obtain such person Person as a customer, supplier, salesman, agent agent, or representative of any business in competition with the Company in the operation of nursing homes, assisted living facilities or contract rehabilitation therapy (or with respect to any material business in which the Company is engaged as of the date of Executive's termination or is actually contemplating as of the date of Executive's termination) (the "Subject Business"), which business conducts operations in the Subject Business within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business in the Subject Business;Company. (b) solicit Solicit the employment of or (solely with respect to employees who are then or were managing directors or officers of the Company) hire (hire, whether as an employee, officer, director, agent, consultant or independent contractor), any person who is, or was at any time during the previous three twelve (312) monthsmonth period preceding the termination of the Executive's employment through the expiration of this covenant, an employee, consultant, officer or director of the Company or any of its subsidiaries and affiliates (except for such employment by the Company or any of its subsidiaries and affiliates); (c) establishEstablish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) ), management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person Person in any business in competition with the Company anywhere in the Subject Business if such person has any office United States or facility, at any location within fifteen (15) miles of any office act or facility owned, leased or operated by the Company or conducts substantial business in the Subject Business conduct himself in any county, or similar political subdivision in manner which the Company conducts substantial business. For purposes of Section 10.2, Executive would have reason to believe inimical or contrary to the term "Company" shall include all affiliates and subsidiaries best interests of the Company except, in Company. Executive acknowledges that this nationwide restriction is reasonable and necessary because Executive's responsibilities include strategies for geographic expansion throughout the event United States. Executive acknowledges that the Distribution shall occur, GHVI and its subsidiariesprovisions contained in this section will not impair Executive's ability to earn a livelihood because Executive has the ability to engage in other professional activities that will not breach these provisions.