Common use of Practice Transition and Associate Selection Clause in Contracts

Practice Transition and Associate Selection. Dr. Whitaker and the Orxxxxxxxxxxx (if any) shall keep the MSO informed of retirement goals on an ongoing basis; provided, however, that Dr. Whitaker shall, at x xxxxxxx, xontinue as a full time employee of the New PC, actively engaged in the practice of orthodontics, for a period of three (3) years following the date of this Agreement. Dr. Whitaker may, after x xxxxxx xx xhree (3) years following the date of this Agreement, notify the MSO of his intent to retire. Upon receiving such notice, the MSO shall have a period of two (2) years to conduct a search for an appropriate Orthodontist and other professionals (collectively, "Practice Associates") who will assume the MSO Agreement. Such search shall include use by the MSO of a national journal advertising program and networking in the profession to locate appropriate Practice Associates. If at the end of such two (2) year period the MSO has been unable to find a replacement who will undertake the practice and the MSO Agreement, then the MSO and Dr. Whitaker shall work xxxxxxxx xxx a period of one (1) year to find an Orthodontist who will purchase the practice valued as if it were a traditional (i.e. not operated with a MSO) practice holding both the clinical and non-clinical assets. At the end of such one (1) year period, the MSO shall sell the practice to the highest offer made by a bona fide purchaser. The MSO will provide screening of all applicants and will then present appropriate applicants for final selection by the New PC. The New PC shall be responsible for interviewing and selecting each Practice Associate. After the Practice Associate(s) is (are) selected by the New PC, the MSO will assist the New PC with a trial plan of approximately six months for the new Practice Associate(s). It is understood that at the end of this period either the New PC or the new Practice Associate may terminate the relationship. All such Practice Associates recruited by the MSO as may be accepted by the New PC shall be employees of the Practice (if so employed) and not of the MSO. The MSO will confer with the New PC on an appropriate salary/work-in arrangement for the new Practice Associate and the final arrangements shall be determined by the New PC.

Practice Transition and Associate Selection. Dr. Whitaker Gray and the Orxxxxxxxxxxx Endodontists (if any) shall keep xxxx the MSO informed of retirement goals on an ongoing basis; provided, however, that Dr. Whitaker shall, at x xxxxxxx, xontinue Gray shall continue as a full time employee of employxx xx the New PC, actively engaged in the practice of orthodonticsendodontics, for a period of three five (3) years following the date of this Agreement. Dr. Whitaker may, after x xxxxxx xx xhree (35) years following the date of this Agreement, after which time Dr. Gray may notify the MSO of his intent to retireretxxx. Upon receiving such noticeXpon request of the New PC, the MSO shall have a period of two (2) years to will conduct a search for an appropriate Orthodontist endodontist and other professionals (collectively, "Practice Associates") who will assume for the MSO Agreementpurposes of accommodating practice growth, reducing doctor work schedule, or planned retirement. Such search shall include use by the MSO of a national journal advertising program and networking in the profession to locate appropriate Practice Associates. If at The MSO estimates that it could take approximately two years for such a search. In the end event that Dr. Gray has notified the MSO of his intent to rxxxxx xxd a successor endodontist has not been designated by the MSO pursuant to the Stock Put/Call Option and Successor Designation Agreement of even date herewith (the "Stock Put/Call Option and Successor Designation Agreement") by and among the New PC, Dr. Gray and the Endodontists (if any), OMEGA anx xxx XXO within two years of such notice, thereafter the New PC may terminate this Agreement pursuant to Section 10.1 hereof and exercise the "Call Option," as defined in and on the terms and conditions set forth in Section 3 of the Stock Put/Call Option and Successor Designation Agreement; provided, however, that if after such two (2) year period the MSO Dr. Gray locates an endodontist who has been unable made a bxxx xxxx offer to find a replacement who will undertake the practice and the MSO Agreement, then the MSO and Dr. Whitaker shall work xxxxxxxx xxx a period of one (1) year to find an Orthodontist who will purchase the practice New PC for not less than its fair market value (valued as if it were a traditional (i.e. not operated with a MSO) practice holding both the clinical assets then held by the New PC and the non-clinical assets. At the end of such one (1) year period, assets then held by the MSO shall sell the practice and provided to the highest offer made New PC) but is unwilling to affiliate with the MSO and OMEGA by assuming this Agreement, OMEGA will cause the MSO to sell such non-clinical assets directly to such endodontist for a bona fide purchaserprice equal to such fair market value of the New PC, such price to be paid to the MSO and provided further that, if so requested by Dr. Gray, OMEGA will provide reasonable markxx xxxxxxing to permit the New PC to be sold to such endodontist. In the event that the parties have not located an endodontist to purchase the New PC either as an OMEGA affiliate or as a traditional practice (referred to above) within one year following the expiration of the two year period referred to above, Dr. Gray may repurchase the assets of the MSO ixxxxxxxxx in Section 3(a) of the Stock Put/Call and Successor Designation Agreement for their then book value and the MSO will cancel his non-competition agreement. The MSO will provide screening of all applicants and will then present appropriate applicants for final selection by the New PC. The New PC shall be responsible for interviewing and selecting each Practice Associate. After the Practice Associate(s) is (are) selected by the New PC, the MSO will assist the New PC with a trial plan of approximately six months for the new Practice Associate(s). It is understood that at the end of this period either the New PC or the new Practice Associate may terminate the relationship. All such Practice Associates recruited by the MSO as may be accepted by the New PC shall be employees of the Practice (if so employed) and not of the MSO. The MSO will confer with the New PC on an appropriate salary/work-in arrangement for the new Practice Associate and the final arrangements shall be determined by the New PC.

Practice Transition and Associate Selection. Dr. Whitaker Holt and the Orxxxxxxxxxxx Endodontixxx (if xx any) shall keep the MSO informed of retirement goals on an ongoing basis; provided, however, that Dr. Whitaker Holt shall, at x xxxxxxxa minimxx, xontinue xxxtinue as a full time employee of the New PC, actively engaged in the practice of orthodonticsendodontics, for a period of three five (35) years following the date of this Agreement. Notwithstanding the foregoing, Dr. Whitaker Holt may, after x xxxxxx a perixx xx xhree xxur (34) years following the date of this Agreement, notify the MSO of his intent to retire. Upon receiving such notice, the MSO shall have a period of two (2) years to conduct a search for an appropriate Orthodontist endodontist and other professionals (collectively, "Practice Associates") who will assume the MSO Agreement. Such search shall include use by the MSO of a national journal advertising program and networking in the profession to locate appropriate Practice Associates. If at the end of such two (2) year period the MSO has been unable to find a replacement who will undertake the practice and the MSO Agreement, then the MSO and Dr. Whitaker Holt shall work xxxxxxxx togxxxxx xxx a period of one (1) year to find an Orthodontist endodontist who will purchase the practice valued as if it were a traditional (i.e. not operated with a MSO) practice holding both the clinical and non-clinical assets. At the end of such one (1) year period, the MSO shall sell the practice to the highest offer made by a bona fide purchaser. Upon completion of such transfer of the New PC, Dr. Holt, the MSO and OMEXX xxxxx provide mutual releases of liability in a form acceptable to all parties. It is understood and agreed that Dr. Holt shall continue xx xxxx xuring the practice transition period and Dr. Holt shall work under xxx XXX agreement for a minimum for seven (7) years in total unless a successor is designated pursuant to this Agreement. However, in no event shall Dr. Holt be obligated to xxxx xxder the MSO agreement for longer than seven (7) years. The MSO will provide screening of all applicants and will then present appropriate applicants for final selection by the New PC. The New PC shall be responsible for interviewing and selecting each Practice Associate. After the Practice Associate(s) is (are) selected by the New PC, the MSO will assist the New PC with a trial plan of approximately six months for the new Practice Associate(s). It is understood that at the end of this period either the New PC or the new Practice Associate may terminate the relationship. All such Practice Associates recruited by the MSO as may be accepted by the New PC shall be employees of the Practice (if so employed) and not of the MSO. The MSO will confer with the New PC on an appropriate salary/work-in arrangement for the new Practice Associate and the final arrangements shall be determined by the New PC.

Practice Transition and Associate Selection. Dr. Whitaker Schneekluth and the Orxxxxxxxxxxx Xxxxxxxxxxxxx (if any) shall keep the MSO informed of retirement goals on an ongoing basis; provided, however, that Dr. Whitaker Schneekluth shall, at ax x xxxxxxx, xontinue xxxtinue as a full time employee of the New PC, actively engaged in the practice of orthodontics, for a period of three ten (37) years following the date of this Agreement. Dr. Whitaker Schneekluth may, after aftex x xxxxxx xx xhree xxve (35) years following the date of this Agreement, notify the MSO of his intent to retire. Upon receiving such notice, the MSO shall have a period of two (2) years to conduct a search for an appropriate Orthodontist and other professionals (collectively, "Practice Associates") who will assume the MSO Agreement. Such search shall include use by the MSO of a national journal advertising program and networking in the profession to locate appropriate Practice Associates. If at the end of such two (2) year period the MSO has been unable to find a replacement who will undertake the practice and the MSO Agreement, then the MSO and Dr. Whitaker Schneekluth shall work xxxxxxxx xxx a x period of one (1) year to find an Orthodontist who will purchase the practice valued as if it were a traditional (i.e. not operated with a MSO) practice holding both the clinical and non-clinical assets. At the end of such one (1) year period, the MSO shall sell the practice to the highest offer made by a bona fide purchaser. The MSO will provide screening of all applicants and will then present appropriate applicants for final selection by the New PC. The New PC shall be responsible for interviewing and selecting each Practice Associate. After the Practice Associate(s) is (are) selected by the New PC, the MSO will assist the New PC with a trial plan of approximately six months for the new Practice Associate(s). It is understood that at the end of this period either the New PC or the new Practice Associate may terminate the relationship. All such Practice Associates recruited by the MSO as may be accepted by the New PC shall be employees of the Practice (if so employed) and not of the MSO. The MSO will confer with the New PC on an appropriate salary/work-in arrangement for the new Practice Associate and the final arrangements shall be determined by the New PC.