Common use of Noncompetition Clause in Contracts

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The During the term hereof and during the period Employee acknowledges that receives payments under Section 6(e), the Employee will not (i) the Employee performs services engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by in any business activities which (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensationA) or render services, including, without limitation, brokerage or advisory services, relate to any person, firm, corporation or other entity, in whatever form, engaged in the economy motel business of acquiring, owning, leasing and/or financing healthcare properties (the “BusinessDesignated Industry”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of employmentsuch termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. In addition, The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of acquiring, owning, owning and leasing and/or financing healthcare properties (the “Business”) agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $100,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date within or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that Executive agrees that, during the Restricted Period, the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (as defined below) if (i) the Employee performs services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of a unique nature for the services that the Executive provided to the Company that are irreplaceableor the Affiliates, and that the Employee’s performance of such services are to a competing business will result be provided with respect to any location in irreparable harm which the Company or an Affiliate had material operations during the twelve (12) month period prior to the CompanyTermination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period prior to the Termination Date; or (ii) the Employee has had and will continue to have access to Confidential Information whichtrade secrets, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, or proprietary information (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage confidential or advisory proprietary methods) of the Company and the Affiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this paragraph, services provided by others shall be deemed to have been provided by the Executive to Competitor if the Executive had material supervisory responsibilities with respect to the provision of such services, to . The term “Competitor” means any enterprise (including a person, firm, corporation business, division, or other entityunit, whether or not incorporated) during any period in whatever form, engaged which a material portion of its business is (and during any period in the which it intends to enter into business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”activities that would be) or materially competitive in any other way with any business in which the Company or any of its affiliates is the Affiliates were engaged on during the termination date or in which they have planned, on or twelve (12) month period prior to the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such datebusiness during such twelve (12) month period), but for purposes of clause (c) above, the term “Competitor “ shall be limited to be engaged in on or after such date within those businesses to which the Restricted Territory (defined below)Executive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, nothing herein the term “Competitor” shall prohibit not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the Employee from (i) being a passive owner of foregoing definition, provided that Executive does not more than five percent (5%) render any services to, or otherwise assist the portion of the equity securities of a publicly traded corporation engaged in a business that is in competition competes with the Company or any and its Affiliates. For the avoidance of its affiliatesdoubt, so long as the Employee has no active participation Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the Affiliates or the restrictions with respect to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity businesses in the same capacity in which the Employee was engaged immediately prior future. Any payments owed to the Termination Executive at time of the Employeeseparation as described herein shall be contingent upon Executive’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition compliance with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10post-employment noncompetition provisions.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have plannedthe Board has considered, on or prior to such date, to be have the Company or any of its subsidiaries or affiliates become engaged in on or after such date within date, in Oklahoma and the Restricted Territory (defined below)Texas Panhandle, and any basin or area in which the Company’s Board has actively considered having the Company operate during the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (i) During the Employee performs services of a unique nature for Employment Period and until the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course 12-month anniversary of the Employee’s 's Date of Termination if the Employee's employment is terminated by a competitorthe Company for Cause or the Employee terminates employment without Good Reason, the Employee would inevitably use shall not engage in or disclose such Confidential Informationbecome associated with any Competitive Activity. For purposes of this Section 8.2, (iv) a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company and its affiliates have has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or any substantial relationships with their customers and part of the Company's business. The Employee has had and will continue shall be considered to have access to these customersbecome "associated with a Competitive Activity" if he becomes involved as an owner, (v) the Employee has received and will receive specialized training from the Company and its affiliatesemployee, and (vi) the Employee is expected to generate goodwill officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the Company and its affiliates in the course rendition of the Employee’s employment. Accordingly's personal services, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firmindividual, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, organization that is engaged in a Competitive Activity and his involvement relates to a significant extent to the business Competitive Activity of acquiringsuch entity; provided, owninghowever, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit that the Employee shall not be prohibited from (ia) being a passive owner of not more owning less than five one percent (51%) of the equity securities of a any publicly traded corporation, whether or not such corporation engaged in a business that is in competition with the Company or any (b) serving as a director of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, a corporation or other entity in the same capacity in primary business of which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunderis not a Competitive Activity. If, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In additionat any time, the provisions of this Section 10(b8(a) shall not be violated determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108.2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not: (i) the Employee performs services engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of a unique nature for any other business organization, in any business activities which are directly competitive with the Company that are irreplaceable, and that which were either conducted by the Company at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company, "Designated Industry"); (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company or in the Designated Industry any customer of its affiliatesEmployee or, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's non-competition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted," as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee has no active participation in the business of such corporation or (ii) owningcorporation. For purposes hereof, managing, operating, controlling, or being employed by the term “Competitive Business” shall mean any firm, corporation or other entity business involved in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business net leased real estate investment industry in competition with the Company or any of its affiliates so long as: (i) and the term “Employee’s Termination” shall mean the date the Employee and such subsidiary, division or unit does not engage in a business in competition with ceases to be employed by the Company for whatever reason, whether voluntarily or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10involuntarily.

Noncompetition. (a) The Employee acknowledges that (i) Executive agrees that, during the Employee performs services of a unique nature for Executive’s employment with the Company that are irreplaceable, and that for a period of twelve (12) months following the Employee’s performance termination of such services to a competing business will result in irreparable harm to employment, whether termination is by the Executive or the Company, and regardless of the reasons therefor, the Executive shall not serve as an employee, agent, partner, shareholder, owner, investor, director, consultant, or other service provider for, or participate, engage, prepare to engage, or have any financial or other interest (iiwhether directly or indirectly, and whether alone or together or in concert with any other Person(s)), in the business of or any activity relating to competitive gaming (including, without limitation, casino operation and horseracing) the Employee has had and will continue to have access to Confidential Information which(any such business or activity, if discloseda “Competitive Business”), would unfairly and inappropriately assist in competition against any case, in any location where the Company or any of its affiliates, (iii) Subsidiaries or affiliates is engaged in at the course time of the EmployeeExecutive’s applicable action or activity (or, if earlier, at the time of the termination of the Executive’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with their customers and Subsidiaries); provided, however, that notwithstanding anything to the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates contrary contained in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafterthis Agreement, the Employee agrees that the Employee will not, whether on the Employee’s Executive may own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, up to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities outstanding shares of the capital stock of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination company whose securities are registered under Section 12 of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and Exchange Act. (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entityThe Executive further acknowledges and agrees that, in the case event of both (a) and (b), prior to the Employee’s termination of employment. In additionhis employment with the Company, the provisions Executive’s experience and capabilities are such that the Executive can obtain employment in business activities which do not compete with the Company, and that the enforcement of this Section 10(b) Agreement by way of injunction shall not be violated by prevent the Employee commencing employment with Executive from earning a subsidiary, division reasonable livelihood. The Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company’s legitimate business interests and are reasonable in scope and duration. (c) The Executive further acknowledges and agrees that the noncompetition provision does not restrict the Executive’s ability to provide a service to a former customer or unit client if each of any entity that engages in a business in competition with the Company or any of its affiliates so long asfollowing are true: (i) the Employee and such subsidiary, division Executive did not solicit the former customer or unit does not engage in a business in competition with the Company or any of its affiliatesclient; and (ii) the Employee informs such entity customer or client voluntarily left and sought the Executive’s services; and (iii) the Executive has otherwise complied with the noncompetition’s provisions regarding time, geographic area, and scope of restrained activity, other than any limitation on providing services to a former customer or client who seeks the services of the restrictions contained in this Section 10Executive without any contact instigated by the Executive.

Noncompetition. The Employee acknowledges In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, from and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment after Closing and for a period of one two (12) year years thereafter, the Employee agrees that the Employee will they shall not, whether on within the Employee’s own behalf Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or on behalf otherwise, or have any interest in conjunction with any person, firmcorporation, partnership, joint ventureventure or limited liability company, association corporation which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the ▇▇▇▇▇ Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other business organizationremedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, directly such invalidity or indirectlyunenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, owntime or geographic area hereinabove specified are too broad, managesuch court may determine a reasonable activity, operatetime or geographic area and shall specifically enforce this Section for such activity, control, invest in, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be employed by (whether construed as an employeeagreement independent of any other provision of this Agreement, consultantand the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, independent contractor whether predicated on this Agreement or otherwise, and whether or shall not for compensation) or render servicesconstitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in “Trade Area” shall mean an area located within a 3-mile radius of the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Property. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged if an opportunity for new development exists which Seller would like to pursue, which would be in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions violation of this Section 10(b) shall 20, Seller must seek consent from Buyer in writing, and Buyer will not be violated by unreasonably withhold consent. The parties hereto acknowledge that the Employee commencing employment with a subsidiary, division or unit restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) Hotel and Buyer would not have entered into this Agreement except for the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in this Section 10the Property and the Hotel.

Noncompetition. The (a) Employee acknowledges agrees that (i) during the Employee performs services term of a unique nature for this Agreement and, upon termination of Employee's employment by the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one three (13) year years thereafter, he shall not: (i) Call upon, solicit, divert, take away or attempt to call upon, solicit, divert or take away any existing customers, suppliers, businesses, or accounts of the Employee agrees that Business in connection with any business substantially similar to the Employee will notBusiness in the territory defined as 100 miles in and around the Company's and its affiliates operations (the "Territory"); (ii) Hire, whether on the Employee’s own behalf attempt to hire, contact or solicit with respect to hiring for himself or on behalf of any other person any present employee of the Company in the Business; (iii) Lend credit, money or reputation for the purpose of establishing or operating a business substantially similar to the Business in conjunction the Territory; (iv) Do any act that Employee knew or reasonably should have known might directly injure the Company in any material respect or that might divert customers, suppliers or employees from the Business; and (v) Without limiting the generality of the foregoing provisions, conduct a business substantially similar to the Business under the name "F.Y.I. Incorporated" or any other trade names, trademarks or service marks heretofore used by the Company or its affiliates. The covenants in subsections (i) through (v) are intended to restrict Employee from competing in any manner with the Company or the Business in the activities that have heretofore been carried on by the Company or its affiliates. The obligations set forth in subsections (i) through (v) above shall apply to actions by Employee, through any personform of ownership, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (and whether as an principal, officer, director, agent, employee, employer, consultant, independent contractor stockholder or otherwiseholder of any equity security (beneficially or as trustee of any trust), and whether or not for compensation) or render serviceslender, includingpartner, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) joint venturer or in any other business individual or representative or affiliated capacity whatsoever. However, none of the foregoing shall prevent Employee from being the holder of up to 5.0% in which the Company or aggregate of any class of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be securities of any corporation engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from activities described in subsection (i) being through (v) above, provided that such securities are listed on a passive owner of not more than five percent (5%) of national securities exchange or reported on the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Nasdaq National Market.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of acquiring, owning, owning and leasing and/or financing healthcare properties (the “Business”) agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $50,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date within or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and ending on (i) in the Employee performs services event of a unique nature the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 8(c) or by the Company that are irreplaceablepursuant to Section 8(d) hereof and the Executive is receiving payments from the Company pursuant to Section 9(c)(2) hereof, and that the Employee’s performance of date on which the last such services to a competing business will result in irreparable harm to the Company, payment is received; or (ii) in the Employee has had event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof, the date which is nine (9) months from the Termination Date; or (iii) in the event of the termination of the Executive's employment for any other reason, the Termination Date, Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist travel agent commissions in competition against any country where the Company or any of its affiliatessubsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (iiib) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and Executive agrees that for a period of one (1) year thereafterfollowing termination of employment with the Company, the Employee agrees that the Employee he will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) solicit or in any other business in which manner encourage employees of the Company Company, its subsidiaries or any of parent to leave its affiliates is engaged on the termination date employ. Executive further agrees that during such period he will not offer or in which they have planned, on or prior to such date, cause to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that offered employment to any person who is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by the Company, its subsidiaries or parent at any firm, corporation or other entity in time during the same capacity in which the Employee was engaged immediately six (6) months prior to the Termination termination of his employment with the Company. (c) In case one or more of the Employee’s employment hereunder, as long as terms contained in Subsections (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) of this Section 12 shall for any reason become invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms herein, but such terms shall be deemed deleted and such deletion shall not affect the Board has previously approved in writing validity of the Employee’s role with such firm, corporation or other entity, in the case terms of both (a) and (b), prior to the Employee’s termination of employmentthis Section. In addition, if any one or more of the provisions terms contained in Subsections (a) or (b) of this Section 10(b) shall not for any reason be violated by the Employee commencing employment held to be excessively broad with a subsidiaryregard to time, division duration, geographic scope or unit of any entity activity that engages term shall be construed in a business in competition manner to enable it to be enforced to the extent compatible with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10applicable law.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for As an inducement to the Company that are irreplaceableto enter into this Agreement and issue the Shares hereunder, and that the Employee’s performance Executive agrees that, during (A) his/her period of such services to a competing business will result in irreparable harm to employment with the Company, and (iiB) in the Employee has had event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and will continue an amount equal to have access the Executive's salary and health and other insurance benefits received by the Executive immediately prior to Confidential Information whichthe Termination Date), if disclosedsuch period not to exceed one year (the "Noncompete Period"), would unfairly and inappropriately assist he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in competition against any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its affiliates, (iii) in the course Subsidiaries which are logical extensions of the Employee’s employment by a competitorCompany's current business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with within any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business metropolitan area in which the Company or any of its affiliates is engaged on Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the termination date Executive shall not be precluded from purchasing or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity holding publicly-traded securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, such entity so long as the Employee Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such corporation entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in During the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In additionNoncompete Period, the provisions of this Section 10(b) Executive shall not be violated by the Employee commencing employment with a subsidiary, division directly or unit indirectly through another entity (i) induce or attempt to induce any employee of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) Subsidiaries to leave the Employee and such subsidiary, division or unit does not engage in a business in competition with employ of the Company or any of its affiliates; Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Employee informs Company or any of its Subsidiaries at any time during Executive's employment period except for such entity employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained in this Section 10herein to cover the maximum period, scope and area permitted by law.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and ending on (i) in the Employee performs services event of a unique nature the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 8(c) or by the Company that are irreplaceablepursuant to Section 8(d) hereof and the Executive is receiving payments from the Company pursuant to Section 9(b) or (d) hereof, and that the Employee’s performance of date on which the last such services to a competing business will result in irreparable harm to the Company, payment is received; or (ii) in the Employee has had and will continue event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date. Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have access to Confidential Information whichany connection with, if disclosed, would unfairly and inappropriately assist any business engaged principally in competition against the processing of electronic hotel reservations or travel agent commissions in any country where the Company or any of its affiliatessubsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (iiib) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and Executive agrees that for a period of one (1) year thereafterfollowing termination of employment with the Company, the Employee agrees that the Employee he will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) solicit or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) manner encourage employees of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Company, its subsidiaries or any of parent to leave its affiliates, so long as the Employee has no active participation in the business of such corporation employ. (c) In case one or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more of the Employee’s employment hereunder, as long as terms contained in Subsections (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) of this Section 12 shall for any reason become invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms herein, but such invalid, illegal or unenforceable terms shall be deemed deleted and such deletion shall not affect the Board has previously approved in writing validity of the Employee’s role with such firm, corporation or other entity, in the case terms of both (a) and (b), prior to the Employee’s termination of employmentthis Section. In addition, if any one or more of the provisions terms contained in Subsections (a) or (b) of this Section 10(b) shall not for any reason be violated by the Employee commencing employment held to be excessively broad with a subsidiaryregard to time, division duration, geographic scope or unit of any entity activity that engages term shall be construed in a business in competition manner to enable it to be enforced to the extent compatible with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10applicable law.

Noncompetition. The Employee acknowledges Executive agrees that he will not engage in Competition (as defined below) while he is employed by the Company. In the event that the Executive engages in Competition within the three-year period immediately following the termination of his employment with the Company for any reason, (i) his Initial Option shall be immediately forfeited to the Employee performs services extent not previously exercised and (ii) he shall forfeit (or, in the case of prior payment to the Executive, shall repay together with interest at the Applicable Federal Rate, determined in accordance with Section 1274(d) of the Internal Revenue Code or any successor provision thereto) a unique nature pro rata portion of the severance payment provided for in Section 5(c)(i). Such pro rata portion shall be based upon (x) the Company that are irreplaceable, number of days remaining between the first day on which the Executive engages in Competition and that the Employee’s performance third anniversary of such services to a competing business will result in irreparable harm to his last day of employment by the Company, divided by (iiy) 1095. The Company's sole remedy for the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any breach of its affiliates, (iii) this Section following his termination of employment shall be as set forth in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue preceding two sentences. The Executive shall be deemed to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates be engaging in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, "Competition" if he directly or indirectly, ownowns, managemanages, operateoperates, controlcontrols or participates in the ownership, invest management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, or has any financial interest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, business engaged in the financial services business of acquiring, owning, leasing and/or financing healthcare properties (the “a "Competing Business”") or in any other business state in which the Company or any its subsidiaries or affiliates now or hereafter operate a commercial banking or other material financial services business which is a material part of its affiliates such business and is engaged on in material competition with the business conducted by the Company at the time of the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition his employment with the Company or any of its subsidiaries or affiliates. Notwithstanding the foregoing sentence, so long as the Employee has no active participation Executive shall not be deemed to be engaging in Competition under the circumstances described in the business of such corporation foregoing sentence if the Executive (i) does not own or control the Competing Business, (ii) owning, managing, operating, controlling, does not serve as a director or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior a consultant to the Termination Competing Business, and (iii) does not have any management or operational responsibility for the Competing Business in any such state. Ownership for personal investment purposes only of less than 2% of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting stock of the identity of, and the Employee’s role with, such firm, any publicly held corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with constitute a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10violation hereof.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, ownperform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, manage, operate, control, invest in, be employed by “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation24) or render servicesmonths of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person, firm, corporation person or other entity, in whatever form, entity engaged in the business of acquiring, owning, leasing leasing, and/or financing healthcare cannabis properties (the “Business”) or in any other business in which the Company has engaged or any have active plans to engage during the last twenty-four (24) months of its affiliates is engaged on Employee’s employment with the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has provides no active participation in the business of Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Participant has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (v) the Employee Participant has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Employee Participant agrees that the Employee Participant will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or engage in any other business Competitive Activities (as defined below) in any basin or location in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory subsidiaries owns any Hydrocarbon Interests (as defined below)) (or otherwise makes any direct or indirect investment in any Hydrocarbon Interests or has demonstrable plans to commence any activities or direct or indirect investment in Hydrocarbon Interests or any Competitive Activities in any other basin or location in North America. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Participant has no active participation in the business of such corporation corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from such Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (iiIV) owning, managing, operating, controlling, any upstream business or being employed by any firm, corporation activities or oil or gas marketing activities or other entity in energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the same capacity in which foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, ▇▇▇▇▇, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the Employee was engaged immediately period beginning on the Participant’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Termination expiration of the Employee’s employment hereunderInitial Term and (II) on the first anniversary thereof, as long as (a) if such termination occurs upon or after the Board has been apprised expiration of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Initial Term.

Noncompetition. The Employee acknowledges that Executive agrees that, during the Restricted Period, the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor if (i) the Employee performs services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of a unique nature for the services that the Executive provided to the Company that are irreplaceableor the Affiliates, and that the Employee’s performance of such services are to a competing business will result be provided with respect to any location in irreparable harm which the Company or an Affiliate had material operations during the twelve (12) month period prior to the CompanyTermination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period prior to the Termination Date; or (ii) the Employee has had and will continue to have access to Confidential Information whichtrade secrets, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, or proprietary information (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage confidential or advisory proprietary methods) of the Company and the Affiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this paragraph, services provided by others shall be deemed to have been provided by the Executive to Competitor if the Executive had material supervisory responsibilities with respect to the provision of such services, to . The term “Competitor” means any enterprise (including a person, firm, corporation business, division, or other entityunit, whether or not incorporated) during any period in whatever form, engaged which a material portion of its business is (and during any period in the which it intends to enter into business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”activities that would be) or materially competitive in any other way with any business in which the Company or any of its affiliates is the Affiliates were engaged on during the termination date or in which they have planned, on or twelve (12) month period prior to the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such datebusiness during such twelve (12) month period), but for purposes of clause (c) above, the term “Competitor “ shall be limited to be engaged in on or after such date within those businesses to which the Restricted Territory (defined below)Executive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, nothing herein the term “Competitor” shall prohibit not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the Employee from (i) being a passive owner of foregoing definition, provided that Executive does not more than five percent (5%) render any services to, or otherwise assist the portion of the equity securities of a publicly traded corporation engaged in a business that is in competition competes with the Company or any and its Affiliates. For the avoidance of its affiliatesdoubt, so long as the Employee has no active participation Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the Affiliates or the restrictions with respect to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity businesses in the same capacity in which the Employee was engaged immediately prior future. Any payments owed to the Termination Executive at time of the Employeeseparation as described herein shall be contingent upon Executive’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition compliance with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10post-employment noncompetition provisions.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, irreplaceable and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, subsidiaries; (iii) in the course of the Employee’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates subsidiaries have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, ; (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, subsidiaries; and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates subsidiaries in the course of the Employee’s employment. Accordingly, during the Employee’s employment Employment Term and for a period of one year thereafter (1) year thereafterthe “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in any business activities related to the business of acquiring, owning, leasing and/or financing healthcare properties Business (the “Business”as defined below) or in any other business basins, counties or parishes (including De ▇▇▇▇, Natchitoches, Red River, Sabine and ▇▇▇▇▇▇▇ parishes) of any country in which the Company or any of its affiliates is engaged on conducts the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Business. Notwithstanding the foregoing, nothing herein shall prohibit prohibits the Employee Executive from (i) being a passive owner of not more than five percent (5%) 1% of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one (1) year thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. (i) The Employee acknowledges that (i) the Employer's business is intended to be nationwide, and agrees that any activity by the Employee performs services anywhere in the United States within the scope of a unique nature for the Company that are irreplaceableBusiness would unfairly damage the Employer and the Business. Therefore, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had covenants and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against agrees that during the Company or any of its affiliates, (iii) in the course term of the Employee’s 's employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafterending two years after the Employee's employment with the Employer terminates, neither the Employee agrees that the Employee will not, whether on nor any of the Employee’s own behalf or on behalf or 's Affiliates will engage, anywhere in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationthe United States, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an owner of a voting, equity or profits interest (or any option or right to acquire a voting, equity or profits interest), director, officer, employee, consultant, independent contractor principal, agent, lender or guarantor of indebtedness or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, in any activity relating to any person, firm, corporation business that is competitive with the Business or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or that is similar in any other business in which material respect to the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory Business. (defined below). A) Notwithstanding the foregoingprovisions of Section 2.1(i), nothing herein shall this Agreement will not be deemed to prohibit the Employee or the Employee's Affiliates from "beneficially owning" (iwithin the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation another Person engaged in a business that is an activity that, if engaged in competition with by the Company Employee or any of its affiliatesthe Employee's Affiliates, would be prohibited by Section 2.1(i), so long as the equity securities so owned by the Employee has no active participation and the Employee's Affiliates (including any such equity securities owned by any "associate" of the Employee and the Employee's Affiliates within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended) are of a class of equity security registered under the Securities Exchange Act of 1934, as amended, and do not represent, in the business aggregate, more than 2% of such corporation or (ii) owning, managing, operating, controllingthe voting power of all outstanding equity securities of, or more than 2% of the profits interest in, the issuer thereof so long as neither the Employee nor the Employee's Affiliates has any other involvement with such other Person. (B) Notwithstanding the provisions of Section 2.1(i), this Agreement will not be deemed to prohibit any child of the Employee from being employed by any firm, corporation business that is competitive with the Business or other entity that is similar in the same capacity in which the Employee was engaged immediately prior any material respect to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentBusiness. In addition, the provisions of this Section 10(b) Any child so employed shall not be violated subject to Section 2.3. (iii) The Employee and the Employer intend that the covenant contained in Section 3.1(i) be deemed to be a series of separate covenants made by the Employee commencing employment with a subsidiaryEmployee, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity one for each state of the restrictions United States and each identical to the terms of the covenant contained in this Section 102.1(i).

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique an important nature for the Company that are irreplaceableCompany, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany Group, (ii) Executive is a member of the Employee executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the members of Company and its affiliates Group have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under the Severance Plan or Section 11(c) above, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or a Competing Business in any other business locale of any country in which the Company or any of its subsidiaries and controlled affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five four and ninety nine one hundredths percent (54.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesGroup, so long as the Employee Executive has no active participation in the business of such corporation or corporation. For purposes of this Agreement, the term “Competing Business” shall mean (iix) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity business that (A) is engaged primarily in the same capacity design and/or delivery of customized software solutions to third party customers and/or (B) is engaged primarily in which the Employee was engaged immediately prior provision of information technology consulting services to third party customers (that, is in each case, is competitive with the Termination Company Group), and/or (y) for the avoidance of doubt, any of the Employee’s employment hereunderfollowing (including any Affiliates thereof, as long as (a) any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V. For the Board has been apprised avoidance of the identity ofdoubt, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) Competing Business shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity include software product companies that engages in a business in competition offer customized solutions for such products and are not competitive with the Company or any its Subsidiaries with respect to provision of its affiliates so long as: (i) the Employee and such subsidiaryinformation technology services to third party customers.1 As used herein, division or unit does not engage in a business in competition “competitive with the Company or any of its affiliates; and (ii) Subsidiaries” means the Employee informs such entity provision of the restrictions contained in this Section 10same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services in violation of this provision to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (viv) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. employment Accordingly, during the Employee’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Noncompete Period”), the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business or otherwise engage in conduct that interferes or conflicts with the Employee’s duties to the Company or creates a potential business or fiduciary conflict. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five three percent (53%) of the equity securities or public debt of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries or affiliates or through a private equity, venture capital or other commingled fund, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b8(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges (a) Subject to Section 12.1(c), Seller covenants and agrees that for a period of two (2) years following the Closing Date (the “Covenant Term”) it shall not, and shall cause its Subsidiaries not to engage in the manufacture or sale of products that are within the scope of the Business (a “Seller Competitive Business”) in direct or indirect competition with Purchaser, whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise. (b) Purchaser covenants and agrees that for the Covenant Term it shall not, and shall cause its Subsidiaries not to, engage in the manufacture or sale of paperboard or paperboard packaging products using the ▇▇▇▇▇ acquired under this Agreement in direct or indirect competition with Seller’s retained paperboard or paperboard packaging businesses as of a time immediately after the Closing (each such retained business, a “Purchaser Competitive Business”), whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise; provided that nothing in this Section 12.1(b) shall restrict Purchaser or its Subsidiaries from continuing to manufacture the paperboard and paperboard packaging products at the Wickliffe Mill as currently manufactured, or, with respect to the Enhanced Surface Cover Gradeline - C1S and C2S, as currently under development for manufacturing, and sell such products so manufactured. (c) Notwithstanding anything to the contrary contained in Section 12.1(a): (i) in the Employee performs services event that during the Covenant Term Seller completes a business combination transaction with a Person that is engaged in any Seller Competitive Business, which transaction results in the holders of a unique nature for the Company that are irreplaceable, and that voting securities of Seller outstanding immediately prior to the Employee’s performance consummation of such services to a competing business will result transaction owning less than 50% of the voting power of the voting securities of Seller or the surviving entity in irreparable harm to the Companytransaction or any parent thereof (any such entity, (iian “Acquiror”) outstanding immediately after the Employee has had and will continue to have access to Confidential Information whichconsummation of such transaction, if disclosed, would unfairly and inappropriately assist in competition against the Company such Acquiror or any of its affiliates, Subsidiaries or Affiliates may engage in any activity prohibited or restricted by Section 12.1(a); (ii) Seller may directly or indirectly hold interests in or securities of any Person to the extent that such investment does not directly or indirectly confer on Seller more than 15% of the voting power of such Person; and Seller does not have any representation on the board of directors or other managing body of such Person; (iii) Seller may maintain and continue, and Section 12.1(a) shall not be understood to restrict in the course of the Employee’s employment by a competitorany manner whatsoever, the Employee would inevitably use or disclose such Confidential Informationoperations of Seller and its Subsidiaries that are not being transferred to Purchaser hereunder in accordance with current and past practices and the normal expansion thereof, including the production, sale and distribution of all products and grades currently produced by Seller and its Subsidiaries that are not included within the Business; (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customersSeller may acquire interests in or securities of any Person as an investment by Seller’s pension funds or funds of any other benefit plan of Seller whether or not such Person is engaged in, any Seller Competitive Business; (v) the Employee has received and will receive specialized training Seller may acquire interests in or securities of any Person that derived 25% or less of its total annual revenues in its most recent fiscal year from the Company and its affiliates, and activities that constitute Seller Competitive Businesses; (vi) Subject to Section 12.1(e) hereof, Seller may acquire a business, assets and/or more than 50% of the Employee is expected outstanding capital stock or other equity interests in any Person (or any lesser percentage if, pursuant to generate goodwill contractual or other arrangements, Seller has the right to cause such Person to take the actions specified in the following proviso) that derived in excess of 25% of its total annual revenues in its most recent fiscal year from activities that constitute Seller Competitive Businesses; provided, however, that Seller shall use commercially reasonable efforts to divest that portion of such Person that engages in activities constituting Seller Competitive Businesses on commercially reasonable terms as soon as reasonably practicable and in any event within twelve months following the acquisition of such ownership or interest; (vii) Seller may acquire or use any product for internal uses or to conduct Seller’s or its Subsidiaries’ other businesses that consume, use, contain, depend upon or otherwise incorporate any product; and (viii) Seller may perform any act or conduct any business contemplated hereby or the Company Transition Agreements. (d) The parties hereto acknowledge and agree that nothing herein shall be deemed to require Seller to give notice to or obtain the consent of Purchaser in order to engage in any activity or transaction of the types described in Section 12.1(c) or otherwise. (e) If at any time and from time to time during the Covenant Term, Seller engages in any acquisition or series of related acquisitions covered under Section 12.l(c)(vi) hereof (a “Permitted Competitive Acquisition”), Seller shall notify Purchaser of such Permitted Competitive Acquisition as promptly as practicable following the consummation of such acquisition. Not later than the ninetieth (90th) calendar day after the consummation of the Permitted Competitive Acquisition (or an earlier date, as determined by Seller), Seller shall provide Purchaser (or its designee) and its affiliates in counsel, accountants, debt financing sources and other representatives reasonable access to the course books, records, employees, officers, accountants, attorneys, representatives and properties of the Employee’s employment. AccordinglySeller Competitive Business, during the Employee’s employment and for a period of one sixty (160) year thereaftercalendar days from the date such access is first provided (such period, the Employee agrees that the Employee will not“Due Diligence Period”), whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, subject to any person, firm, corporation or other entity, in whatever form, engaged then existing confidentiality restrictions and limitations on access to competitively sensitive information required for compliance with antitrust Law and to Purchaser’s entry into a confidentiality agreement on substantially the same terms as those contained in the business Confidentiality Agreement. Within sixty (60) days of acquiringthe commencement of the Due Diligence Period, owningPurchaser (or its designee) may, leasing and/or financing healthcare properties but is not obligated to, make a final comprehensive written offer (the “BusinessFinal Offer”) to Seller to acquire the Seller Competitive Business. In the event that Seller determines that Final Offer is acceptable, subject to completion of definitive documentation, the Purchaser (or its designee) and Seller shall engage in good faith negotiations following the delivery of such Final Offer to reach agreement on the definitive terms of such transaction. In the event that (a) Seller rejects such Final Offer in writing, Purchaser (or its designee) fails to make any such Final Offer within such sixty (60) day period described above or notifies Seller that Purchaser (or its designee) does not intend to make any such Final Offer, or (c) Purchaser (or its designee) and Seller are unable to reach agreement on the definitive terms of such transaction within thirty (30) calendar days from the receipt of the Final Offer, Seller may engage in discussions regarding and consummate a divestiture of the Seller Competitive Business; provided that Seller may not enter into any definitive agreement concerning or consummate a divestiture of the Seller Competitive Business with any other business third party on terms that are, in which the Company aggregate, less favorable to Seller than those offered by Purchaser (or its designee), unless Purchaser (or its designee) has been provided a summary of the material terms of the offer made by any such third party, and Purchaser has not within a period often (10) calendar days following receipt of its affiliates such third party offer notified Seller in writing that it is engaged willing to acquire the Seller Competitive Business on the termination date or terms and conditions contained in which they have plannedsuch third party offer and within ten (10) calendar days following such written notification from Purchaser., Seller and Purchaser enter into definitive agreements on or prior to such date, to be engaged in on or after such date within terms and conditions. Seller agrees that from the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities consummation of a publicly traded corporation engaged in a business that is in competition with Permitted Competitive Acquisition until the Company or any earlier to occur of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity ofdate on which Purchaser notifies Seller in writing that Purchaser (or its designee) does not intend to make a Final Offer, and the Employee’s role with, such firm, corporation or other entity and (b) the Board end of the Due Diligence Period, provided that Purchaser (or its designee) has previously approved failed to make a Final Offer within the Due Diligence Period, (c) the date on which Seller rejects such Final Offer in writing the Employee’s role with such firmwriting, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (id) the Employee and such subsidiarydate which is 30 days after the end of the Due Diligence Period, division or unit does Seller may not engage in discussions with, or provide confidential information to, a business in competition with third party regarding the Company divestiture to such party of, or any of its affiliates; and (ii) the Employee informs consummate such entity a divestiture of the restrictions contained in this Section 10Seller Competitive Business.

Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships Affiliates and their predecessors, the Executive will become familiar with their customers the trade secrets of, and the Employee has had and will continue to have access to these customersother confidential information concerning, (v) the Employee has received and will receive specialized training from the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one twelve months following the termination of the Employment Period for any reason (1) year thereafterthe “Restricted Period”), the Employee agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, not directly or indirectly, indirectly own, manage, operate, control, invest participate in, be employed by (whether as an employeeconsult with, consultantrender services for, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other manner engage in any business in which competing with the businesses of the Company or its Affiliates, in any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with country where the Company or any of its affiliatesAffiliates conducts business; provided, so long as the Employee has however, that passive investments amounting to no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, a business and the EmployeeExecutive’s role with, such firm, corporation or other entity current positions and (b) the Board has previously approved activities described in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 3 will not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.

Noncompetition. The Employee acknowledges that (ia) During the Employment Period, the Employee performs services of a unique nature for the Company that are irreplaceableagrees not to compete in any manner, and that the Employee’s performance of such services to a competing business will result in irreparable harm to either directly or indirectly, with the Company, (ii) or to assist any other person or entity to compete with the Employee has had and will continue to have access to Confidential Information whichCompany. Further, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course while an employee of the Employee’s employment by a competitorCompany, the Employee would inevitably use agrees not to engage in any other employment or disclose such Confidential Informationbusiness enterprise without the written permission of the Chief Executive Officer of the Company. (b) After the termination, (iv) for any reason, of his employment with the Company and its affiliates have substantial relationships with their customers and Company, the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and agrees that for a period of one (1) year thereafterfollowing such termination, the Employee will not compete with the Company by developing, marketing, or assisting others to develop or market a product or service which is competitive with the products or services of the Company then existing or planned for the future, which the Employee learns of or develops while an the Employee of the Company. The Employee further agrees that for the same period following such termination, for any reason, the Employee will not accept employment from or have any other professional relationship with any entity which is competitive with the products or services of the Company then existing or which were known by the Employee to be planned for the future. The foregoing restrictions shall apply in all geographical areas where the Employee performed services for the Company prior to such termination, and at all other places where the Company does business and/or did business during the term of his employment, and at all places where, during his employment with the Company, the Company had plans or reasonable expectations to do business in the future. (c) During the Employment Period and for one (1) year following the termination, for any reason, of his employment, the Employee agrees either on his behalf or on behalf of any other person or entity, directly or indirectly, not (i) to hire, solicit, or encourage to leave the employ of the Company any person who is then an the Employee of the Company, or (ii) to solicit, entice away or divert any person or entity who is then a client of the Company and who was a client of the Company at the time of employment. The Employee agrees that customer or client lists, business contracts and related items are the property of the Company. The restrictions described herein shall apply to the activities of the Employee in any state or other jurisdiction in which the Company engaged in business during the term of employment. Furthermore, for one (1) year following the termination, for any reason, of his employment (except following termination of the employment of the Employee pursuant to the Company's termination of business and liquidation of assets), the Employee agrees that the Employee he will not, whether on the Employee’s own behalf not (i) solicit or on behalf accept work or in conjunction with any person, firm, partnership, joint venture, association corporation provide services which is direct follow-up to work or other business organization, directly services under contract performed or indirectly, own, manage, operate, control, invest in, be employed being performed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any being actively solicited by the Company at the time of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities employment of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesEmployee, so long as the Employee has no active participation in the business of such corporation or (ii) owningdirectly or indirectly recruit the employees of the Company (or any successor thereto). The restrictions against competition set forth in this Paragraph 12 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, managing, operating, controlling, or being employed if any such restriction is found by any firmcourt of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, corporation it shall be interpreted to extend only over the maximum period of time, range of activities or other entity in the same capacity in geographic area as to which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not it may be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10enforceable.

Noncompetition. The During the term hereof and until one year after termination of the Employee's employment hereunder, the Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services of a unique nature for economy motel business (the Company that are irreplaceable, "Designated Industry") and that (B) were either conducted by the Employer prior to the Employee’s performance 's termination or proposed to be conducted by the Employer at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee's noncompetition obligations hereunder will not preclude the Employee has had and from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment be bound by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs shall perform services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Company shall provide the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to shall have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is shall be expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee shall work are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In additionFor purposes hereof, the provisions of this Section 10(b) term “Competitive Business” shall not be violated mean a publicly traded real estate investment trust that is identified by the Employee commencing employment with National Association of Real Estate Investment Trusts as a subsidiary, division “mall REIT” or unit of any entity that engages in a business in competition with “shopping center REIT” (other than the Company or any a surviving or resulting entity upon a Change of its affiliates so long as: (i) the Employee and such subsidiaryControl, division or unit does not engage in a business in competition with the Company or any of its their respective affiliates; ) and (ii) the term “Employee’s Termination” shall mean the date the Employee informs such entity of ceases to be employed by the restrictions contained in this Section 10Company for whatever reason, whether voluntarily or involuntarily.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in (i) the fast casual restaurant business in North America that derives at least twenty percent (20%) of acquiring, owning, leasing and/or financing healthcare properties (its revenue from the “Business”) sale of Mediterranean inspired items or in any other material business in which the Company Group or any of its affiliates is engaged on the date of the Employee’s termination date of employment or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their respective customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesGroup, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the Employee’s employment. Accordingly, during the Employee’s employment with any Company Group Member and for a period of one (1) year thereafterthereafter (the “Restricted Period”), the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) competition with any Company Group Member or in any other material business in which the any Company or any of its affiliates Group Member is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)date, in any locale of any country in which any Company Group Member conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesGroup, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges agrees that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment term of this Agreement and for a period of one (1) year thereafterafter the last payment from the Company to Employee has been delivered, the Employee agrees that the Employee will not, whether on without the Employee’s own behalf or on behalf or in conjunction with prior written consent of the Company (which consent may be withheld for any personreason), firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render provide services, includingwithin the United States and in locations where Company customers are located, without limitation, brokerage or advisory services, substantially similar to the services to be provided by Employee under this Agreement to any person, firm, corporation person or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation entity engaged in a business that which is in competition substantially similar to the Company's Business, or which can reasonably be expected to compete with the Company Company's Business. Notwithstanding anything herein which may be construed to the contrary, Employee shall be free to use and employ Employee's general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or any skills gained or learned during the course of its affiliatesproviding the services hereunder, so long as Employee acquires and applies this information without disclosure of any Confidential Information of the Company and without violating the terms of this Section 17. The term of this noncompetition covenant shall be tolled during any period of actual competition by the Employee has no active participation in and/or any period of litigation required to enforce the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which Employee's obligations under this Agreement. The Company acknowledges that the Employee was engaged immediately prior to the Termination is a part-time employee of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity ofUnited Therapeutics Corporation and Northern Therapeutics Corporation, and the Company agrees that Employee’s role with's work for such companies, such firmas of the Effective Date, corporation or other entity and (b) does not fall within the Board has previously approved in writing scope of services that competes with the Employee’s role with such firm, corporation or other entityCompany's Business; provided however, in the case event the scope of both (a) and (b), prior the services provided by Employee to such companies or the Employee’s termination scope of employment. In additionthe Company's Business change such that the services provided by Employee to such companies or other third parties compete with the Company's Business, the provisions provision of this Section 10(b) shall not Paragraph with respect to noncompetition will apply and may be violated enforced by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Company.

Noncompetition. The Employee acknowledges that (ia) In consideration of this Agreement, including the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course addition of the Employee’s employment by a competitorRetention Bonus described in Section 2, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company represents and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, agrees that during the Employee’s his employment and for a period of one (1) year thereafterfrom and after the termination of his employment for any reason, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, ownalone or in any capacity with another legal entity, manage(i) engage in any activity that directly competes in any material respect with DBI, operateincluding specifically, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, but without limitation, brokerage the manufacture, sale, marketing or advisory servicesdistribution of clothespins, to any persontoothpicks, firmmatches, corporation firestarters, wooden crafts, plastic cutlery, candles or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties aromatherapy products; (the “Business”ii) contact or in any other business in which way interfere or attempt to interfere with the Company relationship of DBI with any current or potential customers or any current vendors of its affiliates is engaged on the termination date DBI; (iii) employ or in which they have plannedattempt to employ, on behalf of Employee or prior to such dateany other person or entity, to be engaged in on or any employee of DBI (other than a former employee thereof after such date within the Restricted Territory (defined belowemployee has terminated employment with DBI). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and . (b) Employee acknowledges that DBI markets products throughout the Board has previously approved United States and Canada (the "Territory") and that DBI would be harmed if Employee conducted any of the activities described in writing the Employee’s role with such firm, corporation or other entity, this Section 6 anywhere in the case of both (a) and (b)Territory. Therefore, prior to Employee agrees that the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions covenants contained in this Section 106 shall apply to all portions of, and throughout, the Territory. (c) Employee acknowledges that the duration and scope of the covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Section 5 and 6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (d) Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the damages to DBI would be very difficult to determine. Therefore, in addition to any other rights or remedies available to DBI at law, in equity, or by statute, Employee hereby consents to the specific enforcement of the provisions of Sections 5 and 6 by DBI through an injunction or restraining order issued by the appropriate court. (e) If for any reason any court of competent jurisdiction determines any provision of Sections 5 and 6 to be unenforceable as written, the parties expressly grant the court the authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of the foregoing, should the duration or geographic extent of, or business activities covered by, any provision of Sections 5 and 6 be in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which are validly and enforceably covered. Employee acknowledges the uncertainty of the law in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable laws. (f) Employee may make a written request for a modification of his obligations under this Section 6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. DBI will consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of any approved modification to Employee's obligations under this Section 6 or its rejection of Employee's request.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one twelve (112) year thereaftermonths thereafter (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (ia) In consideration of this Agreement, including the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course addition of the Employee’s employment by a competitorRetention Bonus described in Section 2, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company represents and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, agrees that during the Employee’s his employment and for a period of one (1) year thereafterfrom and after the termination of his employment for any reason, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, ownalone or in any capacity with another legal entity, manage(i) engage in any activity that directly competes in any material respect with DBI, operateincluding specifically, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, but without limitation, brokerage the manufacture, sale, marketing or advisory servicesdistribution of clothespins, to any persontoothpicks, firmmatches, corporation firestarters, wooden crafts, plastic cutlery, candles or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties aromatherapy products; (the “Business”ii) contact or in any other business in which way interfere or attempt to interfere with the Company relationship of DBI with any current or potential customers or any current vendors of its affiliates is engaged on the termination date DBI; (iii) employ or in which they have plannedattempt to employ, on behalf of Employee or prior to such dateany other person or entity, to be engaged in on or any employee of DBI (other than a former employee thereof after such date within the Restricted Territory (defined belowemployee has terminated employment with DBI). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and . (b) Employee acknowledges that DBI markets products throughout the Board has previously approved United States and Canada (the "Territory") and that DBI would be harmed if Employee conducted any of the activities described in writing the Employee’s role with such firm, corporation or other entity, this Section 6 anywhere in the case of both (a) and (b)Territory. Therefore, prior to Employee agrees that the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions covenants contained in this Section 106 shall apply to all portions of, and throughout, the Territory. (c) Employee acknowledges that the duration and scope of the covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Sections 5 and 6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (d) Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the damages to DBI would be very difficult to determine. Therefore, in addition to any other rights or remedies available to DBI at law, in equity, or by statute, Employee hereby consents to the specific enforcement of the provisions of Sections 5 and 6 by DBI through an injunction or restraining order issued by the appropriate court. (e) If for any reason any court of competent jurisdiction determines any provision of Sections 5 and 6 to be unenforceable as written, the parties expressly grant the court the authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of the foregoing, should the duration or geographic extent of, or business activities covered by, any provision of Sections 5 and 6 be in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which are validly and enforceably covered. Employee acknowledges the uncertainty of the law in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable laws. (f) Employee may make a written request for a modification of his obligations under this Section 6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. DBI will consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of any approved modification to Employee's obligations under this Section 6 or its rejection of Employee's request.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the Employee executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or a Competing Business in any other business locale of any country in which the Company or any of its subsidiaries and controlled affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five four and ninety nine one hundredths percent (54.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries and controlled affiliates, so long as the Employee Executive has no active participation in the business of such corporation or corporation. For purposes of this Agreement, the term “Competing Business” shall mean (iix) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity business that (A) is engaged primarily in the same capacity in which the Employee was design and/or delivery of customized software solutions to third party customers and/or (B) is engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, primarily in the case provision of both information technology consulting services to third party customers (a) and (b)that, prior to the Employee’s termination of employment. In additionis in each case, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of its affiliates so long as: the following (i) including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V. For the Employee avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and such subsidiary, division or unit does are not engage in a business in competition competitive with the Company or any its Subsidiaries with respect to provision of information technology services to third party customers.1 As used herein, “competitive with the Company or its affiliates; and (ii) Subsidiaries” means the Employee informs such entity provision of the restrictions contained in this Section 10same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Employee acknowledges that (ia) During the Employment Period, the Employee performs services of a unique nature for the Company that are irreplaceableagrees not to compete in any manner, and that the Employee’s performance of such services to a competing business will result in irreparable harm to either directly or indirectly, with the Company, (ii) or to assist any other person or entity to compete with the Employee has had and will continue to have access to Confidential Information whichCompany. Further, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course while an employee of the Employee’s employment by a competitorCompany, the Employee would inevitably use agrees not to engage in any other employment or disclose such Confidential Informationbusiness enterprise without the written permission of the Chief Executive Officer of the Company. (b) After the termination, (iv) for any reason, of his employment with the Company and its affiliates have substantial relationships with their customers and Company, the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and agrees that for a period of one (1) year thereafterfollowing such termination, the Employee will not compete with the Company by developing, marketing, or assisting others to develop or market a product or service which is competitive with the products or services of the Company then existing or planned for the future, which the Employee learns of or develops while an the Employee of the Company. The Employee further agrees that for the same period following such termination, for any reason, the Employee will not accept employment from or have any other professional relationship with any entity which is competitive with the products or services of the Company then existing or which were known by the Employee to be planned for the future. The foregoing restrictions shall apply in all geographical areas where the Employee performed services for the Company prior to such termination, and at all other places where the Company does business and/or did business during the term of his employment, and at all places where, during his employment with the Company, the Company had plans or reasonable expectations to do business in the future. (c) During the Employment Period and for one (1) year following the termination, for any reason, of his employment, the Employee agrees either on his behalf or on behalf of any other person or entity, directly or indirectly, not (i) to hire, solicit, or encourage to leave the employ of the Company any person who is then an employee of the Company, or (ii) to solicit, entice away or divert any person or entity who is then a client of the Company and who was a client of the Company at the time of employment. The Employee agrees that customer or client lists, business contracts and related items are the property of the Company. The restrictions described herein shall apply to the activities of the Employee in any state or other jurisdiction in which the Company engaged in business during the term of employment. Furthermore, for one (1) year following the termination, for any reason, of his employment (except following termination of the employment of the Employee pursuant to the Company's termination of business and liquidation of assets), the Employee agrees that the Employee he will not, whether on the Employee’s own behalf not (i) solicit or on behalf accept work or in conjunction with any person, firm, partnership, joint venture, association corporation provide services which is direct follow-up to work or other business organization, directly services under contract performed or indirectly, own, manage, operate, control, invest in, be employed being performed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any being actively solicited by the Company at the time of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities employment of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesEmployee, so long as the Employee has no active participation in the business of such corporation or (ii) owningdirectly or indirectly recruit the employees of the Company (or any successor thereto). The restrictions against competition set forth in this Paragraph 12 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, managing, operating, controlling, or being employed if any such restriction is found by any firmcourt of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, corporation it shall be interpreted to extend only over the maximum period of time, range of activities or other entity in the same capacity in geographic area as to which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not it may be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10enforceable.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one (1) year two years thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business other than with the written consent of the Company granted by either the then President and Chief Executive Officer of the Company or the Board of Directors of the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one eighteen (118) year thereaftermonths thereafter provided, however, that in the event that the Executive’s is receiving the enhanced benefits pursuant to Section 7(c)(ii) due to the Executive’s termination in connection with a Change in Control, twelve (12) months (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive expressly acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceableand its Subsidiaries market and sell products globally, and given the Executive’s substantial experience and expertise in the industry including his/her significant exposure, access to, and participation in the development of the Company’s and its Subsidiaries’ strategy, marketing, intellectual property and confidential and proprietary information, his/her business affiliation with any individual or entity that sells or develops products similar to, or that may serve as a substitute for, the EmployeeCompany’s performance or any of such services to a competing business will result in its Subsidiaries’ products, would cause substantial and irreparable harm to the Company’s, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and/or its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employmentSubsidiaries’ business. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee Executive agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition during his/her employment with the Company or any of its affiliatesSubsidiaries, so long as and for a period after the Employee has no active participation in termination of his/her employment with the business of such corporation Company and its Subsidiaries equal to (i) thirty-six (36) months if the Executive’s employment by the Company or a Subsidiary is terminated within a Protection Period or (ii) owningtwelve (12) months if the Executive’s employment by the Company or a Subsidiary is terminated outside of a Protection Period, managingthe Executive shall not, operatingdirectly or indirectly, controllingother than on behalf of the Company or its Subsidiaries, participate or become involved as an owner, partner, member, director, officer, employee, or being employed by consultant, or otherwise enter into any firmbusiness relationship, corporation with any individual or entity anywhere in the world that develops, produces, manufactures, sells, or distributes starch, corn, rice, potato, stevia, strawberry and other agricultural raw materials, oils, sweeteners, starches, concentrates, essences or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated products produced by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long asSubsidiaries or that could be used as a substitute for such products including, but not limited to, Tapioca, Manioc, Yucca or Potato starches; Dextrose, Stevia-based or other high intensity sweeteners, Glucose, Polyols, HFCS, High Meltose syrup, texturants, and Maltodextrin sweeteners; Prebiotics; Omega-3; seed development, emulsifiers, encapsulants, non-synthetic green products, Plant derived calcium and minerals; Inulin fibers, Resins used in adhesives and fragrances, Corn oil, Gluten protein, Caramel Color, fruit concentrates, fruit purees, fruit essences or formulated fruit products, vegetable concentrates, vegetable purees, vegetable essences or formulated vegetable products, hydrocolloid products, systems and blends, and specifically including but not limited to the following entities that manufacture such or similar products: (i) the Employee ADM, Cargill, Bunge, Roquette, and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10▇▇▇▇ & ▇▇▇▇.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one twenty four (124) year months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in (i) the fast casual restaurant business in North America that derives at least twenty percent (20%) of acquiring, owning, leasing and/or financing healthcare properties (its revenue from the “Business”) sale of Mediterranean inspired items or in any other material business in which the Company Group or any of its affiliates is engaged on the date of the Employee’s termination date of employment or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following (x) a termination of the Employee other than for Cause (y) a termination by the Employee for Good Reason or (z) termination of the Employee’s employment as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof (each a “Qualifying Termination”), the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee has no active participation in the business of such corporation or (ii) owningcorporation. For purposes hereof, managing, operating, controlling, or being the term “Competitive Business” shall mean any net leased real estate investment trust and the term “Employee’s Termination” shall mean the date the Employee ceases to be employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company for whatever reason, whether voluntarily or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10involuntarily.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one eighteen (118) year months thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business design, distribution, marketing or manufacturing of acquiringtabletop, owningstorage or food preparation products for the consumer and foodservice markets, leasing and/or financing healthcare properties (with operations in the “Business”) United States, Canada, Mexico, Latin America, Africa, Europe and Asia, the design, distribution, marketing or manufacturing of bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware, hollowware, premium spirit bottles, cookware, gadgets, candle, floral glass containers, and other similar houseware or kitchen products, or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee Executive is expected to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment and for a period of one (1) year thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the EmployeeExecutive’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare operating, developing and redeveloping retail-based or mixed use commercial real estate properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within any state within the Restricted Territory (defined below)United States of America. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee Executive was engaged immediately prior to the Termination termination of the EmployeeExecutive’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the EmployeeExecutive’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the EmployeeExecutive’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of the Executive’s employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee Executive commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee Executive and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee Executive informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or engage in any other business Competitive Activities (as defined below) in any basin or location in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory subsidiaries owns any Hydrocarbon Interests (as defined below)) (or otherwise makes any direct or indirect investment in any Hydrocarbon Interests or has demonstrable plans to commence any activities or direct or indirect investment in Hydrocarbon Interests or any Competitive Activities in any other basin or location in North America. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from such Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (iiIV) owning, managing, operating, controlling, any upstream business or being employed by any firm, corporation activities or oil or gas marketing activities or other entity in energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the same capacity in which foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, ▇▇▇▇▇, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the Employee was engaged immediately period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Termination expiration of the Employee’s employment hereunderInitial Term and (II) on the first anniversary thereof, as long as (a) if such termination occurs upon or after the Board has been apprised expiration of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Initial Term.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Participant has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries or Affiliates, (iii) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates Subsidiaries and Affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (v) the Employee Participant has received and will receive specialized training from the Company and its affiliatesSubsidiaries and Affiliates, and (vi) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries and Affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment with the Company or any of its Subsidiaries or Affiliates and for a period of one eighteen (118) year months thereafter, provided, however, that in the Employee event the Participant receives enhanced benefits pursuant to his employment agreement with the Company due to the termination of his employment in connection with a Change in Control, twelve (12) months (the “Restricted Period”), the Participant agrees that the Employee Participant will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Participant’s employment. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries or Affiliates, so long as the Employee Participant has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one twenty-four (124) year months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business on the business date of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) termination or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee has no active participation in the business of such corporation or (ii) owningcorporation. For purposes hereof, managing, operating, controlling, or being employed by the term “Competitive Business” shall mean any firm, corporation or other entity business involved in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10triple net real estate investment trust industry.

Noncompetition. The Employee acknowledges that (ia) During the Employment Period, the Employee performs services of a unique nature for the Company that are irreplaceableagrees not to compete in any manner, and that the Employee’s performance of such services to a competing business will result in irreparable harm to either directly or indirectly, with the Company, (ii) or to assist any other person or entity to compete with the Employee has had and will continue to have access to Confidential Information whichCompany. Further, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course while an employee of the Employee’s employment by a competitorCompany, the Employee would inevitably use agrees not to engage in any other employment or disclose such Confidential Informationbusiness enterprise without the written permission of the Chief Executive Officer of he Company. (b) After the termination, (iv) for any reason, of his employment with the Company and its affiliates have substantial relationships with their customers and Company, the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and agrees that for a period of one (1) year thereafterfollowing such termination, the Employee will not compete with the Company by developing, marketing, or assisting others to develop or market a product or service which is competitive with the products or services of the Company then existing or planned for the future, which the Employee learns of or develops while an Employee of the Company. The Employee further agrees that for the same period following such termination, for any reason, the Employee will not accept employment from or have any other professional relationship with any entity which is competitive with the products or services of the Company then existing or which were known by the Employee to be planned for the future. The foregoing restrictions shall apply in all geographical areas where the Employee performed services for the Company prior to such termination, and at all other places where the Company does business and/or did business during the term of his employment, and at all places where, during his employment with the Company, the Company had plans or reasonable expectations to do business in the future. (c) During the Employment Period and for one (1) year following termination, for any reason, of his employment, the Employee agrees either on his behalf or on behalf of any other person or entity, directly or indirectly, not (i) to hire, solicit, or encourage to leave the employ of the Company any person who is then an employee of the Company, or (ii) to solicit, entice away or divert any person or entity who is then a client of the Company and who was a client of the Company at the time of employment. The Employee agrees that customer or client lists, business contracts and related items are the property of the Company. The restrictions described herein shall apply to the activities of the Employee in any state or other jurisdiction in which the Company engaged in business during the term of employment. Furthermore, for one (1) year following the termination, for any reason, of his employment (except following termination of the employment of the Employee pursuant to the Company's termination of business and liquidation of assets), the Employee agrees that the Employee he will not, whether on the Employee’s own behalf not (i) solicit or on behalf accept work or in conjunction with any person, firm, partnership, joint venture, association corporation provide services which is direct follow-up work or other business organization, directly services under contract performed or indirectly, own, manage, operate, control, invest in, be employed being performed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any being actively solicited by the Company at the time of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities employment of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesEmployee, so long as the Employee has no active participation in the business of such corporation or (ii) owningdirectly or indirectly recruit the employees of the Company (or any successor thereto). The restrictions against competition set forth in this Paragraph 12 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, managing, operating, controlling, or being employed if any such restriction is found by any firmcourt of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, corporation it shall be interpreted to extend only over the maximum period of time, range of activities or other entity in the same capacity in geographic areas as to which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not it may be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10enforceable.

Noncompetition. The Employee acknowledges that (a) Shareholder, Parent, the Company and Merger Sub agree that, due to the nature of Shareholder's association with the Company and its subsidiaries, Shareholder has: (i) acquired valuable trade secrets and other confidential and proprietary information relating to the Employee performs services Business and (ii) acquired the ability to control and direct the goodwill of a unique nature for the Company Business. Shareholder acknowledges that are irreplaceablesuch intellectual property and goodwill is crucial to the success, profitability and viability of the Company's Business and will continue to be so after the Closing. Shareholder further agrees that the Employee’s performance Shareholder's disclosure or unauthorized use of such services to a competing business information or redirection of goodwill will result in irreparable cause substantial loss and harm to the Company, (ii) its subsidiaries and Parent and its Subsidiaries. In light of the Employee has had foregoing, the parties also agree that the covenants set forth in this Agreement are necessary to protect the entire goodwill and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against value of the intellectual property of the Company or any of its affiliatesthrough and following the Merger. (b) During the period commencing at the Closing and ending five years later (the "RESTRICTED PERIOD"), (iii) Shareholder agrees that Shareholder shall not, anywhere in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, Business Area (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationas defined below), directly or indirectly, own, manage, operate, join, control, invest participate in, or be employed connected with (as a stockholder, partner, member, investor, lender (treating, for purposes of this Section 2(b), any donation as if it were a loan if the Shareholder actually knows, at the time of making the donation, that its proceeds will be used for a purpose that, if made as a loan, would be prohibited by this Section 2(b)), guarantor, or credit enhancer), or provide consultative services or otherwise provide services to (whether as an employee, employee or consultant, independent contractor with or otherwisewithout pay), and whether or not for compensation) or render servicesany business, individual (including, without limitation, brokerage or advisory servicesany relative of the Shareholder), to any personcorporation, firmlimited liability company, corporation partnership, firm or other entityentity that is then, in whatever formor to Shareholder's actual knowledge intends to be, engaged in the business a competitor of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates Subsidiaries, including any individual or entity then engaged, or to Shareholder's actual knowledge is engaged on intending to engage, in the termination date Business (each such individual or entity is referred to herein as a "COMPETITOR"); provided, however, that notwithstanding the restrictions set forth in which they have plannedthis Section 2(b), on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from Shareholder may (i) being own, directly or indirectly, solely as a passive owner of not more than five percent (5%) of the equity investment, securities of a publicly traded corporation engaged in a business that is any entity in competition with the Company Business where equity securities are traded on any national securities exchange, provided that Shareholder is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, "beneficially own" (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) five percent (5.0%) or more of any class of its affiliates, so long as the Employee has no active participation in the business securities of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) be an investor, partner, member, director or principal of a private equity firm, venture capital firm, or hedge fund that makes investments in a Competitor, provided that Shareholder completely recuses himself from selecting, advising or managing the Employee informs investment in any such entity of the restrictions contained in this Section 10Competitor.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information confidential information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries (for purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries), (iii) in the course of Company and its Subsidiaries have substantial relationships with their customers, and the Employee’s employment by a competitor, Executive will have access to these customers during the Employee would inevitably use or disclose such Confidential InformationEmployment Period, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had generated and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates Subsidiaries in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one two (12) year years thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, materially engaged in the competitive business of acquiringselling or distributing the following products manufactured by third parties (x) printing and specialty papers, owning(y) packaging supplies and equipment, leasing and/or financing healthcare properties or (z) as it relates to printing and specialty papers, industrial and commercial maintenance supplies or graphic imaging supplies and equipment (collectively, the “Restricted Business”) or ), in any other business locale of any country in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to conducts such date, to be engaged in on or after such date within the Restricted Territory (defined below)business. Notwithstanding the foregoing, nothing the Company agrees that customers and suppliers of the Company are not deemed to be competitive with the Company merely based upon such status. The Company also agrees that the Executive is not otherwise restricted by the foregoing after the Employment Term to the extent that the Restricted Business is incidental to the business engaged in by such firm, corporation or entity (e.g., Amazon) and the Executive is not directly involved in the Restricted Business of such firm, corporation, or entity. Nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (a) Seller and each of the Principals hereby acknowledge that: (i) the Employee performs services of a unique nature for the Company that agreements and covenants they are irreplaceable, providing in this Section 7.01 are reasonable and that the Employee’s performance of such services to a competing business will result in irreparable harm necessary to the Company, protection of the Buyer Group's legitimate interests in the undertakings contemplated by this Agreement; (ii) Seller and each of the Employee has had Principals have certain Knowledge of the business operations that may be required to ensure the effective and successful conduct of the Business, (iii) Buyer will be irreparably damaged and its substantial investment in the undertakings contemplated by this Agreement materially impaired if Seller and/or the Principals were to enter into an activity competing or interfering with the businesses of the Buyer Group in violation of the terms of this Section 7.01 or if they were to disclose or make unauthorized use of any confidential information concerning the Business or the Purchased Assets; (iv) the scope and length of the term of this Section 7.01 and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, duress or coercion of any kind and the full, uninhibited and faithful observance of each of the agreements and covenants contained in this Section 7.01 will not cause Seller or either Principal any undue hardship, financial or otherwise, and enforcement of each of the covenants contained in this Section 7.01 will not impair either Principal's ability, if he so desires, to engage in other business ventures acceptable to him or otherwise obtain income required for his profitable operation and the satisfaction of the needs of his creditors. (b) Seller and each of the Principals covenant and agree that they will not, and will continue to have access to Confidential Information whichcause their Affiliates not to, if discloseddirectly or indirectly, would unfairly at any time from the date of this Agreement and inappropriately assist in competition against continuing for a period of five (5) years after the Company Closing Date, compete with Buyer or any of its affiliates, (iii) Affiliates in the course United States of the Employee’s employment by a competitorAmerica, the Employee would inevitably use directly or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will notindirectly, whether on the Employee’s for its own behalf account or on behalf or otherwise. As used in conjunction with any personthis Article VII, firm, partnership, joint venture, association corporation or other business organizationto "compete" shall mean to, directly or indirectly, own, manage, operate, join, control, invest in, be employed by (whether as by, or become a director, officer, employee, agent, broker, consultant, representative or shareholder of a corporation or an owner of an interest in or an employee, agent, broker, consultant, independent contractor representative or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business partner of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) a partnership or in any other capacity whatsoever of any other form of business association, sole proprietorship or partnership, or otherwise be connected in which any manner with the Company ownership, management or operation of any of its affiliates is engaged on Person that engages in a business similar to the termination date or in which they have plannedBusiness; provided, on or prior to such datehowever, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, that nothing herein shall prohibit prevent Seller, the Employee Principals or their Affiliates from (i) being a passive owner engaging in the temporary placement business of information technology personnel (including, but not more than limited to, such personnel as computer programmers or other similarly skilled individuals engaged in similar lines of work) or (ii) acquiring up to five percent (5%) of the equity securities of any company listed on a publicly traded corporation engaged in a business that is in competition with national securities exchange or quoted on the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Nasdaq Stock Market.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. The parties hereto acknowledge and agree that the provisions of this Section 9 shall not be violated by the Employee commencing employment with a subsidiaryapply if this Agreement is terminated pursuant to Section 6(d) hereof; provided, division or unit of any entity further, however, that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 109 shall apply if this Agreement is terminated pursuant to Section 6(b)(iv) hereof notwithstanding that such termination shall also constitute a termination of this Agreement pursuant to Section 6(d) hereof.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, irreplaceable and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, subsidiaries; (iii) in the course of the Employee’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates subsidiaries have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, ; (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, subsidiaries; and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates subsidiaries in the course of the Employee’s employment. Accordingly, during the Employee’s employment Employment Term and for a period of one year thereafter (1) year thereafterthe “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in any business activities related to the business of acquiring, owning, leasing and/or financing healthcare properties Business (the “Business”as defined below) or in any other business basins, counties or parishes (including De ▇▇▇▇, Natchitoches, Red River, Sabine and ▇▇▇▇▇▇▇ parishes) of any country in which the Company or any of its affiliates is engaged on conducts the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Business. Notwithstanding the foregoing, nothing herein shall prohibit prohibits the Employee Executive from (i) being a passive owner of not more than five percent (5%) 1% of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity corporation. Notwithstanding anything contained in the same capacity in this Agreement or any agreement to which the Employee was engaged immediately prior to Executive is a party or by which the Termination of the Employee’s employment hereunderExecutive may be bound, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not will be violated by the Employee commencing employment limited to comply with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (iRule 5.06(a) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in Texas Disciplinary Rules of Professional Conduct or other similar applicable law or ethical or professional rules or restrictions. For purposes of this Section 10agreement, “Business” means the business related to oil and gas exploration and development.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or engage in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory Competitive Activities (as defined below)) in any basin or location in North America. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any material interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, or rendering services for (including as an employee), or otherwise engaging in any business or enterprise whose primary business purpose or activity is (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests or (iiII) owning, managing, operating, controlling, or being employed by any firm, corporation the sale or other entity in disposition of such Hydrocarbon Interests, (B) “Hydrocarbon Interests” shall mean all non-cost bearing oil and gas properties, mineral properties, mineral servitudes and/or mineral rights of any kind (including overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the same capacity in which foregoing and (C) “Restricted Period” means the Employee was engaged immediately period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Termination expiration of the Employee’s employment hereunderInitial Term and (II) on the first anniversary thereof, as long as (a) if such termination occurs upon or after the Board has been apprised expiration of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Initial Term.

Noncompetition. The Employee acknowledges In further consideration of the issuance of the Option to you hereunder, you acknowledge that (i) during the Employee performs services course of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against your employment with the Company or any of its affiliatesSubsidiaries you shall become familiar, and during your employment with NewQuest, LLC, a Texas limited liability company (iii) in "NQLLC"), or any of its Subsidiaries you have become familiar with the course of the Employee’s employment by a competitorCompany's, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates Subsidiaries' trade secrets and with other Confidential Information concerning the Company, NewQuest and their predecessors and Subsidiaries and that your services have substantial relationships with their customers been and the Employee has had and will shall continue to have access be of special, unique and extraordinary value to these customersthe Company, (v) the Employee has received NewQuest and will receive specialized training from the Company and its affiliatestheir Subsidiaries, including NQLLC, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordinglytherefore you agree that, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be while employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on Subsidiaries, and for a period of eighteen months after your Date of Termination (the termination date "Noncompete Period"), you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in which they have plannedany manner engage in any business competing with the businesses of the Company, on NewQuest or their Subsidiaries, as such businesses exist prior to your Date of Termination, or, as of your Date of Termination, are contemplated to exist during the twelve-month period following your Date of Termination (the "Restricted Business"), within any geographical area in which the Company, NewQuest or any of its Subsidiaries engage or plan to engage in such date, to be engaged in on or after such date within the Restricted Territory (defined below)businesses. Notwithstanding the foregoing, nothing Nothing herein shall prohibit the Employee you from (i) being a passive owner of not more than five percent (5%) 2% of the equity securities outstanding stock of any class of a corporation which is publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatestraded, so long as the Employee has you have no active participation in the business of such corporation or (ii) owningbecoming employed, managingengaged, operating, controlling, associated or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment otherwise participating with a subsidiary, separately managed division or unit Subsidiary of any entity a competitive business that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company Restricted Business (provided that services are provided only to such division or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Subsidiary).

Noncompetition. The Employee Executive acknowledges that (i) that, in the Employee performs services course of a unique nature for Executive’s employment, Executive will become familiar with the Company’s and its subsidiaries’ and affiliates’ trade secrets and with other confidential information concerning the Company that are irreplaceable, and its subsidiaries and affiliates and that the EmployeeExecutive’s performance services will be of such services to a competing business will result in irreparable harm special, unique and extraordinary value to the CompanyCompany and its subsidiaries and affiliates. Therefore, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against Executive agrees that while employed by the Company or any of its subsidiaries or affiliates, and continuing until (iiii) the eighteen (18) month anniversary of the date of any termination of Executive’s employment (other than as a result of a Change in Control as provided in Paragraph 2 or 6), or (ii) twenty-four (24) months from the date of termination of Executive’s employment as a result of a Change in Control as provided in Paragraph 2 or 6 (the “Noncompete Period”), Executive shall not, anywhere in the course world where the Company or its subsidiaries or affiliates conduct or actively propose to conduct business during Executive’s employment, directly or indirectly own, manage, control, participate in, consult with, be employed by or in any manner engage in (collectively, the “Restricted Activities”) any business that is engaged in, or plans to be engaged in, the sale at retail or direct marketing (including online) to consumers of fabric, sewing or craft components (a “Competitive Business”), provided that the Restricted Activities shall only be applicable to similar line(s) of business or similar functions conducted by the Competitive Business for which the Executive had knowledge, involvement, and/or responsibility while at the Company. Further, during the Noncompete Period, Executive shall not conduct any of the Employee’s employment by a competitorRestricted Activities in similar line(s) of business or similar functions for which the Executive had knowledge, involvement, and/or responsibility while at the Employee would inevitably use or disclose such Confidential Information, (iv) Company for any business that had sales to the Company and its subsidiaries and affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for immediately preceding fiscal year (a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Vendor Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner Executive may own up to 2% of not more than five percent (5%) any class of the equity securities of a an issuer’s publicly traded corporation engaged in a business that is in competition with the Company or any securities regardless of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs whether such entity of the restrictions contained is a Competitive Business. Nothing in this Section 1013.4 confers upon Executive any right to receive severance or obligates the Company to pay any severance to Executive in connection with his or her termination of employment for any reason.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have plannedthe Company’s board has considered, on or prior to such date, to be have the Company or any of its subsidiaries or affiliates become engaged in on or after such date within date, in Oklahoma and the Restricted Territory (defined below)Texas Panhandle, and any basin or area in which the Company’s Board has actively considered having the Company operate during the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b‎11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company and its subsidiaries, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatessubsidiaries, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Informationtrade secrets and confidential information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliatessubsidiaries, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates subsidiaries in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafterEmployment Term, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or in any other material business in which the Company or any of its affiliates subsidiaries is engaged on the termination date or in which they have planned, on or prior to such date, planned to be engaged in on or after such date within the Restricted Territory (defined below)engaged. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services in violation of this provision to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (viv) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Noncompete Period”), the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date date, in any locale of any country in which the Company conducts business or otherwise engage in conduct that interferes or conflicts with the Employee’s duties to the Company or creates a potential business or fiduciary conflict; provided, that if the Employee’s termination (for any reason other than for Cause) occurs following the 18-month anniversary hereof (including upon expiration of the Employment Term), the Noncompete Period shall end simultaneously upon such termination unless the Company pays the Employee a lump sum of $1,000,000 within the Restricted Territory (defined below)20 days following such termination. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five three percent (53%) of the equity securities or public debt of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries or affiliates or through a private equity, venture capital or other commingled fund, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b8(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (ia) Except as provided in Schedule 4.1, after the Employee performs services Closing and until the fifth anniversary of a unique nature for the Closing Date (the “Noncompete Term”), Seller shall not conduct, or be an Affiliate of, any business engaged in the business of HVAC, plumbing, or mechanical construction contracting, or provide service or sales representation related thereto, within 200 miles of Mt. ▇▇▇▇▇▇▇▇, VA, USA or anywhere else the Company that regularly does business unless Seller is performing such otherwise prohibited work for or on behalf of Purchaser. Notwithstanding the foregoing provisions of this paragraph, Seller, together with his Affiliates, may be a passive investor owning, in the aggregate, no more than one percent (1%) of the outstanding equity securities of any corporation the equity securities of which are irreplaceable, listed on a national securities exchange or traded on the NASDAQ National Market System and that the Employee’s performance of with which such services to a competing business will result Seller or his Affiliates has no other connection whatsoever. (b) Unless otherwise required by law or expressly authorized in irreparable harm to writing by the Company, (ii) Seller shall not, and Seller shall use his best efforts to cause each of his Affiliates not to, disclose to any Person not in the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against employ of the Company or any of its affiliates, (iii) information concerning the business conducted by the Company prior to the Closing Date not rightfully in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render servicespublic domain, including, without limitation, brokerage lists of customers or advisory servicessuppliers, pricing strategies, business files and records, trade secrets and financial information. (c) During the Noncompete Term, Seller shall not, and Seller shall use his best efforts to cause each of his Affiliates not to, directly or indirectly solicit the employment or services of, or cause or attempt to cause to leave the employment or services of, any person, firm, corporation or other entity, in whatever form, engaged in the business employee of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged employed on the termination date hereof who continues his or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition her employment with the Company after the date hereof. (d) During the Noncompete Term, Seller shall not, and Seller shall use his best efforts to cause each of his Affiliates not to, engage or participate in any effort or act to induce any customer, supplier, associate, employee, sales agent or independent contractor of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by Company to take any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior action disadvantageous to the Termination Company. (e) Seller acknowledges that the damages that would be suffered by the Company and Purchaser as a result of the Employee’s employment hereunder, as long as (a) the Board has been apprised any breach of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 4.1 may not be violated by calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, the Employee commencing employment with a subsidiaryCompany and Purchaser shall have the right, division in addition to any other rights they may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or unit threatened breach of any entity that engages provision of this Section 4.1 or otherwise to specifically enforce any of the provisions hereof. This remedy is in a business in competition with addition to monetary damages for any Damages directly or indirectly suffered by the Company or Purchaser and reasonable attorneys’ fees. (f) The Parties hereto agree that the duration and area for which the covenants in this Section 4.1 are to be effective are reasonable. In the event that any court of its affiliates so long as: competent jurisdiction finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is ruled to be unenforceable by said court, the Parties agree that the restrictions of this Section 4.1 shall remain in full force and effect for the greatest time period and within the greatest geographic area that would not render it unenforceable, and each Party hereby consents to said court’s alteration of this Section 4.1 as necessary to render it enforceable. The Parties intend that each of the covenants in Sections 4.1(a), (ib), (c) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (iid) the Employee informs such entity shall be deemed to be a separate covenant. (g) The covenants of the restrictions Seller contained in this Section 104.1 are independent of any covenants of the Company or Purchaser contained herein or in any other document or instrument delivered in connection herewith or pursuant hereto, and any breach by the Company or Purchaser of any such covenant shall not justify any breach by the Seller of its covenants under this Section 4.1. (h) It is specifically agreed that the period of five (5) years stated at the beginning of this section, during which the agreements and covenants of Seller made in this section shall be effective, shall be computed by excluding from such computation any time during which Seller is in violation of any provision of this section.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Participant has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries or Affiliates, (iii) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates Subsidiaries and Affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (v) the Employee Participant has received and will receive specialized training from the Company and its affiliatesSubsidiaries and Affiliates, and (vi) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries and Affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment with the Company or any of its Subsidiaries or Affiliates and for a period of one six (16) year thereaftermonths thereafter (the “Restricted Period”), the Employee Participant agrees that the Employee Participant will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Participant’s employment. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries or Affiliates, so long as the Employee Participant has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business on the business date of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) termination or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entitydate, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.any

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company and its subsidiaries, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatessubsidiaries, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Informationtrade secrets and confidential information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliatessubsidiaries, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates subsidiaries in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafteremployment, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or in any other material business in which the Company or any of its affiliates subsidiaries is engaged on the termination date or in which they have planned, on or prior to such date, planned to be engaged in on or after such date within the Restricted Territory (defined below)engaged. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee In consideration for the Signing Bonus referenced above in Section 6(d), Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company Cue that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will shall result in irreparable harm to the CompanyCue, (ii) Executive is a member of the Employee management personnel of Cue, (iii) Executive has had and will continue to have access to Confidential Information and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesCue, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its affiliates have Cue has substantial relationships with their its customers and the Employee Executive has had and will continue to have access to these customers, (vvi) the Employee Executive has received and will receive specialized experience and training from the Company and its affiliates, Cue and (vivii) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Cue in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment with Cue or its Affiliates and for a period of one 12 months thereafter except in the case of (1i) year thereafterExecutive’s termination by the Company without Cause, (ii) the Employee agrees that the Employee will Company’s non-renewal of Executive’s employment agreement or (iii) Executive’s inclusion in a Company reduction in force or layoff, in which case this Section 10(b) shall not apply, Executive shall not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by or render services to (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation, in each case in the capacity or any substantially similar capacity that Executive rendered services to Cue or its Affiliates) any person or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged that is substantially similar to or competes with the Business (as defined below) in any jurisdiction in which Executive performed services or had a material presence or influence on behalf of the business Company. For purposes of acquiringthis Agreement, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which ” means the Company or any development of its affiliates is engaged on the termination date or in which they have planned, on or prior drug candidates utilizing Fc-fusion proteins that incorporate peptide-HLA complexes along with different activating and/or inhibitory signals to such date, to be engaged in on or after such date within the Restricted Territory (defined below)target antigen-specific T cells. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (ix) being a passive owner of not more than five percent (5%) 1% of the equity securities shares of a publicly publicly-traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation Business or (iiy) owning, managing, operating, controlling, or being becoming employed by any firmor rendering services to (as an independent contractor, corporation consultant or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (aotherwise) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any an entity that engages in a the Business as long as Executive has no direct involvement in the business in competition with the Company unit or any division of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity that engages in the Business and the revenues such entity receives from the Business represent in the aggregate less than 10% of the restrictions contained in this Section 10revenue of such entity.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason other than a termination of employment by the Company (x) other than for Cause, (y) by the Employee for Good Reason or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.whatever

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in (i) competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties its subsidiaries or affiliates in the United States or (the “Business”ii) or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the termination date Termination Date or in which they have planned, on or prior to such date, date to be engaged in on or after such date within (by formal presentation of such planned business to the Restricted Territory (defined below)Board and the Board having not rejected such planned business) in the United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or engage in any other business Competitive Activities (as defined below) in any basin or location in which the Company or its subsidiaries (a) owns any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory Hydrocarbon Interests (as defined below)) or has demonstrable plans to commence any activities or direct or indirect investment in Hydrocarbon Interests as of the Effective Date, or (b) after the Effective Date and before the earlier of a Change-in-Control (as defined in the Plan) and the Executive’s termination of employment, acquires or otherwise makes any direct or indirect investment in any Hydrocarbon Interests or has demonstrable plans to commence any activities or direct or indirect investment in Hydrocarbon Interests. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any material interest in (other than through passive limited partnership interests in investment funds), participating in (whether as a director, officer, employee, member, or partner), consulting with, or rendering services for (including as an employee), or otherwise engaging in any business or enterprise whose primary business purpose or activity is (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests or (iiII) owning, managing, operating, controlling, or being employed by any firm, corporation the sale or other entity in the same capacity in which the Employee was engaged immediately prior disposition of such Hydrocarbon Interests, (B) “Hydrocarbon Interests” shall mean all non-cost bearing oil and gas properties, mineral properties, mineral servitudes and/or mineral rights of any kind (including overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to the Termination acquire any of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity foregoing and (bC) “Restricted Period” means the Board has previously approved in writing period beginning on the EmployeeExecutive’s role with such firm, corporation or other entity, in the case last day of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) and ending on the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10first anniversary thereof.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one three (13) year months thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Until one year after termination of Employee's employment hereunder for any reason, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services acquisition and consolidation of a unique nature for medical practices (the "Designated Industry") and (B) were either conducted by the Company that are irreplaceable, and that prior to Employee's termination or proposed to be conducted by the Employee’s performance Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owning, managing, operating, controlling, serving as an officer or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in which the Employee was engaged immediately prior to the Termination healthcare industry whose business operations are not competitive with those of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior Company. Employee will continue to the Employee’s termination of employment. In addition, be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the ​ 10 ​ ​ Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and the Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of acquiring, owning, owning and leasing and/or financing healthcare properties (the “Business”) agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $100,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date within or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (a) Shareholder, Parent, the Company and Merger Sub agree that, due to the nature of Shareholder’s association with the Company and its subsidiaries, Shareholder has: (i) acquired valuable trade secrets and other confidential and proprietary information relating to the Employee performs services Business and (ii) acquired the ability to control and direct the goodwill of a unique nature for the Company Business. Shareholder acknowledges that are irreplaceablesuch intellectual property and goodwill is crucial to the success, profitability and viability of the Company’s Business and will continue to be so after the Closing. Shareholder further agrees that the EmployeeShareholder’s performance disclosure or unauthorized use of such services to a competing business information or redirection of goodwill will result in irreparable cause substantial loss and harm to the Company, (ii) its subsidiaries and Parent and its Subsidiaries. In light of the Employee has had foregoing, the parties also agree that the covenants set forth in this Agreement are necessary to protect the entire goodwill and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against value of the intellectual property of the Company or any of its affiliatesthrough and following the Merger. (b) During the period commencing at the Closing and ending five years later (the “Restricted Period”), (iii) Shareholder agrees that Shareholder shall not, anywhere in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, Business Area (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationas defined below), directly or indirectly, own, manage, operate, join, control, invest participate in, or be employed connected with (as a stockholder, partner, member, investor, lender (treating, for purposes of this Section 2(b), any donation as if it were a loan if the Shareholder actually knows, at the time of making the donation, that its proceeds will be used for a purpose that, if made as a loan, would be prohibited by this Section 2(b)), guarantor, or credit enhancer), or provide consultative services or otherwise provide services to (whether as an employee, employee or consultant, independent contractor with or otherwisewithout pay), and whether or not for compensation) or render servicesany business, individual (including, without limitation, brokerage or advisory servicesany relative of the Shareholder), to any personcorporation, firmlimited liability company, corporation partnership, firm or other entityentity that is then, in whatever formor to Shareholder’s actual knowledge intends to be, engaged in the business a competitor of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates Subsidiaries, including any individual or entity then engaged, or to Shareholder’s actual knowledge is engaged on intending to engage, in the termination date Business (each such individual or entity is referred to herein as a “Competitor”); provided, however, that notwithstanding the restrictions set forth in which they have plannedthis Section 2(b), on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from Shareholder may (i) being own, directly or indirectly, solely as a passive owner of not more than five percent (5%) of the equity investment, securities of a publicly traded corporation engaged in a business that is any entity in competition with the Company Business where equity securities are traded on any national securities exchange, provided that Shareholder is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) five percent (5.0%) or more of any class of its affiliates, so long as the Employee has no active participation in the business securities of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) be an investor, partner, member, director or principal of a private equity firm, venture capital firm, or hedge fund that makes investments in a Competitor, provided that Shareholder completely recuses himself from selecting, advising or managing the Employee informs investment in any such entity of the restrictions contained in this Section 10Competitor.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of Until one (1) year thereafterafter termination of Employee's employment hereunder, the Employee agrees that the Employee will notnot (i) engage directly or indirectly, whether on the Employee’s own behalf alone or on behalf as a shareholder, partner, officer, director, employee or in conjunction with consultant of any person, firm, partnership, joint venture, association corporation or other business organization, directly in any business activities which relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or indirectly"Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), own(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, manageor (iii) solicit or encourage any officer, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether consultant of the Company to leave its employ for employment by or not for compensation) or render services, including, without limitation, brokerage or advisory services, to with any person, firm, corporation or other entity, in whatever form, engaged competitor of the Company in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Designated Industry. Notwithstanding the foregoing, nothing herein shall prohibit the The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted," as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for As an inducement to the Company that are irreplaceableto enter into this Agreement and issue the Shares hereunder, and that the Employee’s performance Executive agrees that, during (A) his/her period of such services to a competing business will result in irreparable harm to employment with the Company, and (iiB) in the Employee has had event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and will continue an amount equal to have access the Executive's salary and health and other insurance benefits received by the Executive immediately prior to Confidential Information whichthe Termination Date), if disclosedsuch period not to exceed one year (the "Noncompete Period"), would unfairly and inappropriately assist he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in competition against any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its affiliates, (iii) in the course Subsidiaries which are logical extensions of the Employee’s employment by a competitorCompany's current business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with within any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business metropolitan area in which the Company or any of its affiliates is engaged on Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the termination date Executive shall not be precluded from purchasing or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity holding publicly-traded securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, such entity so long as the Employee Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such corporation entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in During the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In additionNoncompete Period, the provisions of this Section 10(b) Executive shall not be violated by the Employee commencing employment with a subsidiary, division directly or unit indirectly through another entity (i) induce or attempt to induce any employee of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) Subsidiaries to leave the Employee and such subsidiary, division or unit does not engage in a business in competition with employ of the Company or any of its affiliates; Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Employee informs Company or any of its Subsidiaries at any time during Executive's employment period except for such entity employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 4(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 4(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained in this Section 10herein to cover the maximum period, scope and area permitted by law.

Noncompetition. The Employee acknowledges that (i) In further consideration of the Employee performs services of a unique nature premises, covenants and other valuable consideration provided by Mannatech in this Agreement, and specifically in exchange for the Company that are irreplaceablepromises and consideration provided by Mannatech herein and subject thereto, and that the Employee’s performance of such services to a competing business will result ▇▇▇▇ further agrees as follows: (a) ▇▇▇▇ shall not, directly or indirectly for himself or for others, in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company any geographic area or market where Mannatech or any of its affiliates, (iii) in the course Affiliates are conducting any business as of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course date of the Employee’s employment. Accordingly, termination of the employment relationship or have during the Employee’s employment and for a period of one previous twelve months conducted such business: (1i) year thereafterEngage in any business competitive with the business conducted by Mannatech; (ii) Render advice or services to, the Employee agrees that the Employee will notor otherwise assist, whether on the Employee’s own behalf or on behalf or in conjunction with any other person, firm, partnership, joint venture, association corporation or other business organizationentity who is engaged, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to in any person, firm, corporation or other entity, in whatever form, engaged in business competitive with the business conducted by Mannatech with respect to such competitive business; or (iii) Induce any employee of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company Mannatech or any of its affiliates is engaged on the termination date Affiliates to terminate his or in which they have plannedher employment with Mannatech or such Affiliates, on or prior to such date, to be engaged in on hire or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation assist in the business hiring of any such corporation or (ii) owningemployee by any person, managing, operating, controllingassociation, or being employed by any firmentity not affiliated with Mannatech, corporation or other entity in the same capacity in which the Employee was engaged immediately prior provided; however, that ▇▇▇▇ shall be free to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and hire ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (b) The noncompetition obligations contained herein shall apply throughout the Board has previously approved duration of the period during which ▇▇▇▇ is receiving any payment or benefits pursuant to this Agreement. (c) ▇▇▇▇ understands that the restrictions set forth above may limit his ability to engage in writing the Employee’s role with such firm, corporation or other entity, certain businesses anywhere in the case world during the period provided for above, but acknowledges that he will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. ▇▇▇▇ acknowledges that money damages would not be a sufficient remedy for any breach of both (a) his noncompetition obligations hereunder by ▇▇▇▇, and (b), prior Mannatech shall be entitled to the Employee’s termination of employment. In addition, enforce the provisions of these noncompetition obligations by terminating any payments then owing to him under this Section 10(bAgreement and/or to specific performance and injunctive relief as remedies for such breach of the noncompetition obligations contained herein, but shall be in addition to all remedies available at law or in equity to Mannatech, including without limitation, the recovery of damages from ▇▇▇▇ and ▇▇▇▇'▇ agents involved in such breach and remedies available to Mannatech pursuant to other agreements with ▇▇▇▇. (d) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity It is expressly understood and agreed that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee Mannatech and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of ▇▇▇▇ consider the restrictions contained in this Section 10Agreement to be reasonable and necessary to protect the proprietary information of Mannatech. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced, and the remaining provisions of the noncompetition obligations contained herein and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. (e) Nothing in this Agreement shall prevent ▇▇▇▇ from practicing as a Certified Public Accountant, or any other gainful employment, including employment as a financial executive, provided that the business operations of ▇▇▇▇ or any employer are not in direct or indirect competition with Mannatech. To be in competition with Mannatech, the business operations of ▇▇▇▇ or any employer of ▇▇▇▇ must involve the sale of products that are competitive with Mannatech.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee Executive has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such trade secrets and Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their its customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliatesGroup, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a period of one (1) year thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or Company Group in any other material business in which the Company or any of its affiliates Group is engaged on the date of termination date or in which they have plannedplanned (provided Executive was aware of such plan), on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesGroup, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, corporation. The Company and the Employee’s role withExecutive acknowledge and agree that, such firm, corporation or other entity and (bA) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of notwithstanding the restrictions contained in this Section 109(b), (1) Executive shall not be prohibited from accepting employment with any agency of the United States government (provided that, for the avoidance of doubt, the restrictions contained in this Section 9(b) shall be deemed to prohibit Executive during the Restricted Period from participation, directly or indirectly, on behalf of the U.S. Air Force or the National Security Administration (or, for the avoidance of doubt, any other potential future employer) in any program in which any member of the Company Group was engaged, or planned to engage, during the Employment Term), and (2) neither the investments made as of the date hereof by Executive in convertible promissory notes issued by ▇▇▇▇.▇▇ Inc., a Delaware corporation (“Anno”), nor the conversion of any such note listed into equity interests of Anno pursuant to the terms of such note, shall be deemed to violate this Section 9(b); provided that Executive (x) shall hold such note or equity interests received as a result of any such conversion in a purely passive manner, (y) shall not have any role, directly or indirectly, in the day-to-day operations or decision-making of Anno, and (z) shall at no time during the Employment Term and for a period of one (1) year thereafter possess, directly or indirectly, individually or in the aggregate with any other Seller(s) (as defined in the Purchase Agreement), the power to direct or cause the direction of the management, operation or policies of Anno, whether through the ownership of voting securities, by contract or otherwise, and (B) in the event Executive desires to engage in an activity that falls within the scope of this Section 9(b), or with respect to which it is unclear whether such activity falls within the scope of this Section 9(b), the Executive may request the Company’s prior written consent to such activity and, if the Company, in its sole and absolute discretion, consents in writing to the Executive’s requested activity, the Executive may undertake such activity to the extent of the Company’s consent and will not be deemed to have violated this Section 9(b) on account thereof.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one six (16) year months thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owning, leasing and/or financing healthcare properties including but not limited to crude oil and refined petroleum products (the “Business”) or ), in each case in any other business locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company or any conducts business as of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within end of the Restricted Territory (defined below)Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. THIS SECTION 9(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s Executive's employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Employee Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Employee has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive's services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one twelve months following the Executive's termination of employment with the Company for any reason other than a termination of employment in which Section 8(d) applies (1in which case the restrictions set forth in Sections 9(a) year thereafterand (b) shall not apply following the Executive's termination of employment with the Company) (the "Restricted Period"), the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, Executive shall not directly or indirectly, indirectly own, manage, operate, control, invest participate in, be employed by (whether as an employeeconsult with, consultantrender services for, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other manner engage in any business in which competing with the businesses of the Company or its Affiliates, in any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with country where the Company or any of its affiliatesAffiliates conducts business; provided, so long as the Employee has however, that passive investments amounting to no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) a business shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceablenot easily quantified, and that the EmployeeExecutive’s performance of such services to a competing business will would result in irreparable harm to the Company, (ii) the Employee Executive has had and and, during the Employment Term will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have during the Employment Term access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one two (12) year years thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in the business design, distribution, marketing or manufacturing of acquiringtabletop, owningstorage or food preparation products for the consumer and foodservice markets, leasing and/or financing healthcare properties (with operations in the “Business”) United States, Canada, Mexico, Latin America, Africa, Europe and Asia, the design, distribution, marketing or manufacturing of bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware, hollowware, premium spirit bottles, cookware, gadgets, candle, floral glass containers, and other similar houseware or kitchen products, or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee (1) Executive acknowledges that in his employment with the Company prior to and after the Effective Date, (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee he has had and will continue to have access to trade secrets and other Confidential Information of the Company and its affiliates, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, ; (iiiii) in the course of the Employee’s his employment by a competitorcompetitor during the Restricted Period (as defined below), the Employee he would inevitably use or disclose such trade secrets and Confidential Information, ; (iviii) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee he has received and will receive specialized training from the Company and its affiliates, ; and (viiv) the Employee is expected he has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s his employment. AccordinglyTherefore, during in consideration of Executive’s continued employment with the Employee’s employment Company and for a period of one (1) year thereafterthe compensation and benefits provided to Executive under this Agreement, the Employee including but not limited to those set forth in Section 5(c), Executive agrees that the Employee following restrictions on his activities during and potentially after his employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company and its affiliates from unfair and inappropriate competition. Executive agrees that during the six-month period following the completion of the Transition Period (the “Restricted Period”), Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, not directly or indirectly, ownindividually or in concert with others, manage, operate, control, invest in, be employed by participate in the operations or management of any business engaged in building residential homes in (whether i) any county where the Company conducts business as an employee, consultant, independent contractor of the Effective Date or otherwise, and whether or not for compensation(ii) or render services, including, without limitation, brokerage or advisory services, any county adjacent to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties such county. (the “Business”2) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein contained in this Section 5(c) shall prohibit the Employee from prevent Executive from: (i) being a passive owner Holding or owning (directly or indirectly) for investment, or advising other parties regarding investments in, any class of not more than five percent (5%) of the equity or debt securities of a publicly traded corporation company engaged in a business that is building residential homes so long as Executive has provided prior notice to the Company’s Chief Executive Officer, describing in competition with reasonable detail any such investment and/or advisory activities. If the Company or believes that Executive’s investment and/or advisory activities are in violation of this provision, the Company will have five (5) business days after such notice is provided by Executive to object and must submit the matter to an independent, third party arbitrator for resolution. If the Company fails to object within five (5) business days after notice is provided by Executive, the Company will be deemed to have waived any and all objections to Executive’s investment and/or advisory activities that are described in the notice. Notwithstanding any of its affiliatesthe forgoing, Executive shall not provide any such advice to any person or entity with respect to any transaction involving the Company; or (ii) Accepting employment with or working at the direction of any private investment fund, including but not limited to private equity and hedge funds, so long as Executive has provided prior notice to the Employee has no active participation Company’s Chief Executive Officer describing in reasonable detail any such employment. If the Company believes that Executive’s employment with another party is in violation of this provision, the Company will have five (5) business days after notice is provided by Executive to object and must submit the matter to an independent, third party arbitrator for resolution. If the Company fails to object within five (5) business days after notice is provided by Executive, the Company will be deemed to have waived any and all objections to Executive’s employment that is described in the business notice. (3) For the avoidance of such corporation or doubt, Executive shall at all times be bound by the obligations and covenants of Section 5(a). (ii4) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (aSections 5(c)(1) and (b), prior 5(c)(2) will cease to be effective immediately upon the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated Agreement by the Employee commencing employment with a subsidiary, division or unit of any entity that engages Company as provided in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 101 above.

Noncompetition. The Employee (a) Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company his relationship with Comdial and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have give him access to these customers, (v) valuable confidential and proprietary information and expertise not generally known in the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company industry in which Comdial and its affiliates in are engaged (including information conceived, originated, discovered or developed by Executive) relating to the course telecommuni- cations, telephone systems, computer telephony, and voice messaging products and businesses of Comdial and its affiliates (collectively, the "Business"), including, without limitation, the following: technical know-how; lists of previous, present and prospective venture partners, investors, and lenders; credit information; sources of supply; business plans, proposals and summaries; private processes, techniques and formulae; research and development activities and data; inventions; and other aspects of the Employee’s employmentaffairs and business operations of Comdial and its affiliates as they exist on the date hereof (or as they may from time to time exist during the term of this Agreement). AccordinglyIf used to the benefit of a company engaging in a business similar to the Business, such information would prejudice the interests of Comdial. (b) In view of the foregoing, as a material inducement to Comdial to enter into this Agreement, Executive hereby agrees that neither Executive nor any entity controlled by or otherwise affiliated with Executive shall, during the Employee’s employment Employment Term and thereafter during the Post Employment Period (defined in Section 7(c) of this Agreement), except for a period duties to be performed by Executive as an employee of one (1) year thereafterComdial, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationmanner, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employeeby, consultantconsult with, independent contractor participate in or otherwisebe connected in any manner with the ownership, and whether management, operation or not for compensation) or render servicescontrol of any sole proprietorship, including, without limitation, brokerage or advisory services, to any person, firmpartnership, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties entity (the “Business”A) or in any other business in which the Company competes with Comdial or any of its affiliates is engaged on in the termination date development, manufacture or sale of (1) voice messaging products or services, or (2) any other product or service as to which Executive was materially involved during the Employment Term, or (B) which calls upon, solicits, diverts or takes away any of the then existing customers or patrons of Comdial or any of its affiliates for the purpose of causing or attempting to cause any such person to purchase products sold or services rendered by Comdial or any of its affiliates from any person other than Comdial or its affiliates, or otherwise diverts or attempts to divert business from Comdial. Nothing contained in which they have plannedthe foregoing sentence shall be construed as preventing Executive from owning, on or prior to such datesolely for passive investment, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more less than five percent (5%) of the equity securities stock of any entity registered on a publicly traded corporation engaged recognized stock exchange. Executive agrees that the specified duration of the covenants set forth in a business that this Section 7 shall be extended by and for the term of any period during which Executive is in competition with the Company or violation of any of its affiliates, so long as the Employee has no active participation in the business of such corporation or covenant. (iic) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions For purposes of this Section 10(b) 7, the term "Post Employment Period" shall not be violated by mean a period of time commencing as of the Employee commencing employment with a subsidiary, division or unit date the Employment Term expires and ending on the later to occur of any entity that engages in a business in competition with the Company or any of its affiliates so long asfollowing: (i) the Employee and such subsidiaryfifth anniversary of the date of this Agreement, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity second anniversary of the restrictions contained in this Section 10date the Employment Term expires.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the CompanyCompany and Holdco, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Company, Holdco and their respective affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business on the business date of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) termination or in any other business in which the Company or any of its Holdco or their respective affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within date, in any locale of any country in which the Restricted Territory (defined below)Company or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee has no active participation in the business of such corporation or (ii) owningcorporation. For purposes hereof, managing, operating, controlling, or being employed by the term “Competitive Business” shall mean any firm, corporation or other entity business involved in the same capacity in which triple net real estate investment trust industry within the Employee was engaged immediately prior to the Termination United States of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10America.

Noncompetition. The Employee acknowledges that (ia) During the Employment Period, the Employee performs services of a unique nature for the Company that are irreplaceableagrees not to compete in any manner, and that the Employee’s performance of such services to a competing business will result in irreparable harm to either directly or indirectly, with the Company, (ii) or to assist any other person or entity to compete with the Employee has had and will continue to have access to Confidential Information whichCompany. Further, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course while an employee of the Employee’s employment by a competitorCompany, the Employee would inevitably use agrees not to engage in any other employment or disclose such Confidential Informationbusiness enterprise without the written permission of the Chief Executive Officer of the Company. (b) After the termination, (iv) for any reason, of his employment with the Company and its affiliates have substantial relationships with their customers and Company, the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and agrees that for a period of one (1) year thereafterfollowing such termination, the Employee will not compete with the Company by developing, marketing, or assisting others to develop or market a product or service which is competitive with the products or services of the Company then existing or planned for the future, which the Employee learns of or develops while an Employee of the Company. The Employee further agrees that for the same period following such termination, for any reason, the Employee will not accept employment from or have any other professional relationship with any entity which is competitive with the products or services of the Company then existing or which were known by the Employee to be planned for the future. The foregoing restrictions shall apply in all geographical areas where the Employee performed services for the Company prior to such termination, and at all other places where the Company does business and/or did business during the term of his employment, and at all places where, during his employment with the Company, the Company had plans or reasonable expectations to do business in the future. (c) During the Employment Period and for one (1) year following termination, for any reason, of his employment, the Employee agrees either on his behalf or on behalf of any other person or entity, directly or indirectly, not (i) to hire, solicit, or encourage to leave the employ of the Company any person who is then an employee of the Company, or (ii) to solicit, entice away or divert any person or entity who is then a client of the Company and who was a client of the Company at the time of employment. The Employee agrees that customer or client lists, business contracts and related items are the property of the Company. The restrictions described herein shall apply to the activities of the Employee in any state or other jurisdiction in which the Company engaged in business during the term of employment. Furthermore, for one (1) year following the termination, for any reason, of his employment (except following termination of the employment of the Employee pursuant to the Company's termination of business and liquidation of assets), the Employee agrees that the Employee he will not, whether on the Employee’s own behalf not (i) solicit or on behalf accept work or in conjunction with any person, firm, partnership, joint venture, association corporation provide services which is direct follow-up work or other business organization, directly services under contract performed or indirectly, own, manage, operate, control, invest in, be employed being performed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any being actively solicited by the Company at the time of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities employment of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesEmployee, so long as the Employee has no active participation in the business of such corporation or (ii) owningdirectly or indirectly recruit the employees of the Company (or any successor thereto). The restrictions against competition set forth in this Paragraph 12 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, managing, operating, controlling, or being employed if any such restriction is found by any firmcourt of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, corporation it shall be interpreted to extend only over the maximum period of time, range of activities or other entity in the same capacity in geographic areas as to which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not it may be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10enforceable.

Noncompetition. (a) The Employee acknowledges Executive recognizes and understands that (i) in performing the Employee performs services responsibilities of a unique nature for the Company that are irreplaceablehis employment, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee he has had and will continue to have access occupy a position of fiduciary trust and confidence, pursuant to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee which he has had and will continue to have access develop and acquire experience and knowledge with respect to these customers, (v) the Employee has received Company's business. It is the expressed intent and will receive specialized training agreement of the Executive and the Company that such knowledge and experience shall be used exclusively in the furtherance of the interests of the Company and not in any manner which would be detrimental to the Company's interests. The Executive therefore agrees that so long as he is employed by or receiving compensation from the Company and its affiliatesand/or any of the other Lynton Companies, and (vii) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafterfollowing the termination of this Agreement if terminated for cause pursuant to Section 6(b) hereof, or (ii) for a period of one (1) year following the expiration of the Term if prior thereto the Company has made a Renewal Offer (as defined below) to the Executive and the Executive has failed to accept the Renewal Offer within thirty (30) days thereof, the Employee agrees that the Employee Executive will notnot be employed by, whether on the Employee’s own behalf work for, advise, consult with, serve or on behalf or assist in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationway, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor any party whose business is competitive with the activities or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringthe Company or any of the other Lynton Companies within the States of Connecticut, owningNew Jersey, leasing and/or financing healthcare properties (New York or Pennsylvania, anywhere within the “Business”) United Kingdom, or in any other business states or jurisdictions in which the Company or any of its affiliates the other Lynton Companies may then operate or transact business. The Executive agrees further that he will not, during the applicable periods referred to above, purchase or otherwise acquire, directly or indirectly, any interest of any kind in any such business which is engaged competitive with that of the Company or any of the other Lynton Companies. The foregoing restrictions on competition by the termination date Executive shall be operative for the benefit of the Company and the other Lynton Companies and of any business owned or in which they controlled by the Company or the other Lynton Companies, or any successor or assign of any of the foregoing. In the event that the provisions of this Section 7 should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time or geographic limitations permitted by applicable laws. For purposes hereof, a "Renewal Offer" shall be deemed to have planned, on or occurred if at least sixty (60) days prior to such datethe expiration of the Term, the Company offers to be engaged in renew this Agreement on or after such date within similar terms as provided herein for a minimum period of eighteen (18) months at compensation at least equal to the Restricted Territory (defined below)compensation provided under Section 4(a) hereof. Notwithstanding the foregoing, nothing herein shall prohibit it is specifically understood that the Employee from Company has no obligation to make a Renewal Offer to the Executive. (ib) being a passive owner of not more than five percent (5%) The parties hereto, recognizing that irreparable injury will result to the Company and the other Lynton Companies, their business and property in the event of the equity securities Executive's breach of his covenant herein not to compete, and that such covenant is a publicly traded corporation engaged material part of the consideration upon which this Agreement is founded, agree that in a business that is in competition with the event of the Executive's breach of this covenant, the Company and the other Lynton Companies shall be entitled, in addition to any other remedies and damages available to them, to an injunction to restrain the violation thereof by the Executive, his partners, agents, servants, employers, employees and all persons acting for or any of its affiliates, so long as the Employee has no active participation with him. The Executive represents and admits that in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination event of the Employee’s termination of his employment hereunder, as long as (a) the Board has been apprised enforcement of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions a remedy for a violation of this Section 10(b) shall 7 by way of injunction will not be violated by the Employee commencing employment with prevent him from earning a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10livelihood.

Noncompetition. The Employee acknowledges that (a) While the Executive is employed by the Company, and for a period of two (2) years after termination of the Executive’s employment with the Company for any reason: (i) The Executive shall not, without the Employee performs services express written consent of the Board, be employed by, serve as a unique nature for the Company that are irreplaceableconsultant to, and that the Employee’s performance of such or otherwise assist or directly or indirectly provide services to a competing Competitor (defined below) if: (A) such services are to be provided with respect to any location in which Parent, the Company or a Subsidiary did business will result during the twelve (12) month period prior to the Date of Termination, or with respect to any location in irreparable harm which Parent, the Company or a Subsidiary had devoted material resources to doing business during the twelve (12) month period prior to the Date of Termination; or (B) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of Parent, the Company and the Subsidiaries to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. (ii) The Executive shall not, without the express written consent of the Board, directly or indirectly own an equity interest in any Competitor (other than ownership of 1% or less of the outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ System). (b) While the Executive is employed by the Company, and for a period of three (3) years after termination of the Executive’s employment with the Company for any reason: (i) The Executive shall not, without the express written consent of the Board, solicit or attempt to solicit any party who is then or, during the twelve (12) month period prior to such solicitation or attempt by the Executive was (or was solicited to become), a customer or supplier of Parent, the Company or a Subsidiary, or a user of the services provided by Parent, the Company or a Subsidiary, provided that the restriction in this Paragraph (ii) shall not apply to any activity on behalf of a business that is not a Competitor. (ii) The Executive shall not without the Employee has had express written consent of the Board, solicit, entice, persuade, induce or hire any individual who is employed by Parent, the Company or any Subsidiary (or was so employed within 90 days prior to the Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than Parent, the Company or any Subsidiary, and will continue to have access to Confidential Information whichthe Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (c) The term “Competitor” means any enterprise (including a person, if disclosedentity, would unfairly and inappropriately assist firm or business, whether or not incorporated) during any period in competition against which it is materially competitive in any way with any business in which Parent, the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, Subsidiaries was engaged during the Employee’s employment and for a twelve (12) month period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination Executive’s Date of Termination. Nothing in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ 8, or Paragraph 9 shall be construed as limiting the EmployeeExecutive’s employment hereunder, as long as (a) the Board has been apprised duty of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior loyalty to the Employee’s termination of employment. In additionCompany, or any other duty otherwise owed to the provisions of this Section 10(b) shall not be violated Company, while the Executive is employed by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Company.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceableGroup, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany Group, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would may unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive inevitable would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee Executive has had and will may continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the EmployeeExecutive’s employmentemployment and service. Accordingly, during the EmployeeExecutive’s employment or service with the Company Group and for a period of one twenty-four (124) year months thereafter, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in (A) the business sale of acquiringpool, owning, leasing spa and related equipment and supplies and/or financing healthcare properties the service of swimming pools or (the “Business”B) or in any other line of business in which the Company Group was engaged at any time during the twenty-four (24) months preceding the date of the Executive’s termination of employment and service (the “Restricted Business”) within (I) the United States or (II) any of its affiliates is engaged on the termination date or other country in which they have planned, on or prior to such date, to be engaged in on or after such date within the Company Group conducts the Restricted Territory (defined below)Business during the Executive’s employment or service with the Company Group. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that In the case of the Executive's termination of employment pursuant to Section 7(b) without Good Reason, the Executive shall not, until July 1, 2000, (ia) engage anywhere within the Employee performs services geographical areas in which the Companies have conducted their business operations as of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm date hereof or at any time prior to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any Date of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationTermination, directly or indirectly, ownalone or as a shareholder, manageprincipal, operateagent, controlpartner, invest inofficer, be employed by (whether as an employeedirector, consultantemployee or consultant of any other organization, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiringinsurance, owning, leasing and/or financing healthcare properties reinsurance or any other activity conducted by the Companies (the “Business”"Designated Industry") or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or Companies; (b) divert to any competitor of its affiliates, so long as the Employee has no active participation Companies in the Designated Industry any customer of the Companies; or (c) solicit or encourage any officer, employee or consultant of the Companies to leave their employ for employment by or with any competitor of the Companies in the Designated Industry; provided, however, that the Executive may invest in stock, bonds, or other securities of any similar business in the Designated Industry (but without otherwise participating in such Designated Industry) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of such corporation or the Exchange Act; and (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entityhis investment does not exceed, in the case of both any class of the capital stock of any one issuer, one percent (a1%) of the issued and outstanding shares, or, in the case of other securities, one percent (b), prior to 1%) of the Employee’s termination of employmentaggregate principal amount thereof issued and outstanding. In addition, If at any time the provisions of this Section 10(b) 11 shall not be violated determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 11 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained Executive agrees that this Section 11 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Nothing in this Section 1011 shall prevent or restrict the Executive from engaging in any business or industry other than the Designated Industry in any capacity.

Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Employee Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Employee has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Combined Employment Period and for a period of one twelve months following the termination of the Combined Employment Period for any reason other than a termination of employment in which Section 9(d) applies (1in which case the restrictions set forth in this Section 10 shall not apply following the Employment Period) year thereafter(the “Restricted Period”), the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, Executive shall not directly or indirectly, indirectly own, manage, operate, control, invest participate in, be employed by (whether as an employeeconsult with, consultantrender services for, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other manner engage in any business in which competing with the businesses of the Company or its Affiliates, in any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with country where the Company or any of its affiliatesAffiliates conducts business; provided, so long as the Employee has however, that passive investments amounting to no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, a business and the EmployeeExecutive’s role with, such firm, corporation or other entity current positions and (b) the Board has previously approved activities described in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) 3 shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.