Common use of Noncompetition Clause in Contracts

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e), the Employee 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 economy motel business (the “Designated Industry”) and (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 such 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. 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 8 until their expiration and will not be 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During The Employee acknowledges that (i) the term hereof Employee performs services of a unique nature for the Company that are irreplaceable, and during that the period Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee receives payments under Section 6(e)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 not continue to have access to these customers, (iv) engage 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, alone own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or as a shareholderotherwise, partnerand whether or not for compensation) or render services, officerincluding, directorwithout limitation, employee brokerage or consultant 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 organizationin 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 any business activities which the case of both (A) relate to the economy motel business (the “Designated Industry”a) and (B) were either conducted by the Employer b), prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationemployment. In addition, (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 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 8 until their expiration and will 10(b) shall not be entitled to violated by the Employee commencing employment with a subsidiary, division or unit of any compensation from entity that engages in a business in competition with the Employer 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 respect thereto. If at the Company or any time of its affiliates; and (ii) the provisions Employee informs such entity of the restrictions contained in 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein10.

Noncompetition. During The Employee acknowledges that (i) the term hereof Employee performs services of a unique nature for the Company that are irreplaceable, and during that the period Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee receives payments under Section 6(e)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 not continue to have access to these customers, (iv) engage the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee 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, directly or indirectly, alone own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or as otherwise, and whether or not for compensation) or render services to (i) any person, firm, corporation or other entity, in whatever form, with a shareholderclass of securities listed on a national securities exchange, partner, officer, director, employee engaged in the business of owning and leasing agricultural real estate or consultant of in any other material business organizationin 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 activities 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 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. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (Ai) relate being a passive owner of not more than one percent (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 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 economy motel business Termination of the Employee’s employment hereunder, as long as (a) the “Designated Industry”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 the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (B) were either conducted by the Employer b), prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationemployment. In addition, (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 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 8 until their expiration and will 11(b) shall not be 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 violated by the court Employee commencing employment with a subsidiary, division or other body having jurisdiction over unit of any entity that engages in a business in competition with the matter; and Company or any of its affiliates so long as the Employee agrees that this Section 8 as so amended will be valid and binding as though such subsidiary, division or unit does not engage in a business in competition with the Company or any invalid or unenforceable provision had not been included hereinof its affiliates.

Noncompetition. During the term hereof Employment Period and during until the period 12-month anniversary of the Employee's Date of Termination if the Employee's employment is terminated by the Company for Cause or the Employee receives payments under Section 6(e)terminates employment without Good Reason, the Employee will shall not (i) engage in or become associated with any Competitive Activity. For purposes of this Section 8.2, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or indirectlyany substantial part of the Company's business. The Employee shall be considered to have become "associated with a Competitive Activity" if he becomes involved as an owner, alone or as a shareholder, partneremployee, officer, director, employee independent contractor, agent, partner, advisor, or consultant of in any other business organization, in any business activities which (A) relate to capacity calling for the economy motel business (the “Designated Industry”) and (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 such termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity rendition of the Employee's personal services, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor individual, partnership, corporation or other organization that is engaged in a Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of the Employer in the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude such entity; provided, however, that the Employee shall not be prohibited from (a) owning less than 5% of the common stock one percent (1%) of any publicly traded corporation, whether or not such corporation conducting is in competition with the Company or (b) serving as a director of a corporation or other entity the primary business activities in the Designated Industryof which is not a Competitive Activity. The Employee will continue to be bound by If, at any time, the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will 8(a) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 will 8.2 shall be considered divisible and will shall become and be immediately amended to only such area, duration and scope of activity as will shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 8.2 as so amended will shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During The Employee acknowledges that (i) the term hereof Employee performs services of a unique nature for the Company that are irreplaceable, and during that the period Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee receives payments under Section 6(e)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 not continue to have access to these customers, (iv) engage the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee 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, directly or indirectly, alone own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or as a shareholderotherwise, partnerand whether or not for compensation) or render services to any person, officerfirm, directorcorporation or other entity, employee in whatever form, engaged in competition with the Company or consultant any of its subsidiaries or affiliates in any other material business organizationin which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which the Board has considered, on or prior to such date, to have the Company or any of its subsidiaries or affiliates become engaged in on or after such date, in Oklahoma and the Texas Panhandle, and any business activities basin or area in which (A) relate to the economy motel business (Company’s Board has actively considered having the “Designated Industry”) and (B) were either conducted by Company operate during the Employer prior to Employment Term. Notwithstanding the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationforegoing, (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 nothing herein shall prohibit the Employee from owning less being a passive owner of not more than 5% one percent (1%) of the common stock equity securities of any a publicly traded corporation conducting engaged in a business activities 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 Designated Industrybusiness of such corporation. The Employee will continue to be bound by In addition, the provisions of this Section 8 until their expiration and will 10(b) shall not be 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 violated by the court Employee commencing employment with a subsidiary, division or other body having jurisdiction over unit of any entity that engages in a business in competition with the matter; and Company or any of its subsidiaries or affiliates so long as the Employee agrees that this Section 8 as so amended will be valid and binding as though such subsidiary, division or unit does not engage in a business in competition with the Company or any invalid of its subsidiaries or unenforceable provision had not been included hereinaffiliates.

Noncompetition. During Until one year after termination of Employee's employment with the term hereof and during the period Employee receives payments under Section 6(e)Company for any reason, the whether voluntary or involuntary, Employee will not 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 are directly competitive with the economy motel business (the “Designated Industry”) Company and (B) which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such termination, termination (the "Designated Industry"); (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the EmployeeEmployee or, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s noncompetition 's non-competition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 9 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 9 will be considered divisible and will become and be immediately amended to only such area, duration and duration, scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during until one year after termination of the period Employee receives payments under Section 6(e)Employee’s employment hereunder, the Employee 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 economy motel business (the “Designated Industry”) and (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 such 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. 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 8 until their expiration and will not be 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During The Employee acknowledges that (i) the term hereof Employee performs services of a unique nature for the Company that are irreplaceable, and during that the period Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee receives payments under Section 6(e)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 not continue to have access to these customers, (iv) engage the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee 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, directly or indirectly, alone own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or as otherwise, and whether or not for compensation) or render services to (i) any person, firm, corporation or other entity, in whatever form, with a shareholderclass of securities listed on a national securities exchange, partner, officer, director, employee engaged in the business of owning and leasing agricultural real estate or consultant of in any other material business organizationin 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 activities 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 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. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (Ai) relate being a passive owner of not more than one percent (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 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 economy motel business Termination of the Employee’s employment hereunder, as long as (a) the “Designated Industry”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 the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (B) were either conducted by the Employer b), prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such terminationemployment. In addition, (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 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 8 until their expiration and will 10(b) shall not be 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 violated by the court Employee commencing employment with a subsidiary, division or other body having jurisdiction over unit of any entity that engages in a business in competition with the matter; and Company or any of its affiliates so long as the Employee agrees that this Section 8 as so amended will be valid and binding as though such subsidiary, division or unit does not engage in a business in competition with the Company or any invalid or unenforceable provision had not been included hereinof its affiliates.

Noncompetition. During the term hereof of the Employee’s employment hereunder and during for the period Employee receives payments under Section 6(e)Designated Period (as defined below) after termination of the Employee’s employment hereunder, the Employee will not (ia) engage anywhere within any county in which any Company conducts business, engage, directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant shareholder (other than as a holder of any other business organization, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (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 such 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. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% one percent (1%) of the common stock of any publicly traded corporation conducting corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business activities organization that is engaged or becomes engaged in any business that provides the same or any substantially similar services or products offered by any of the Companies during the term of the Employee’s employment or at the time of the Employee’s termination or that any Company has notified the Employee at any time prior to the time of such termination that it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “Designated Industry”), or (b) solicit any employee of any of the Companies to leave its employ for alternative employment, or hire or offer employment to any person to whom the Employee actually knows any of the Companies has offered employment. For purposes hereof, the term “Designated Period” shall mean twenty-four (24) months. The Employee acknowledges that the provisions of this §9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this Section 8 §9 until their expiration and will shall not be entitled to any compensation from the Employer with respect theretothereto except as provided above. If at any time the provisions of this Section 8 will §9 shall be determined to be invalid or unenforceable, unenforceable by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 will §9 shall be considered divisible and will shall become and be immediately amended to only such area, duration and scope of activity as will shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 §9 as so amended will shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, severance and other benefits to be provided by the Employer to the Employee pursuant to the terms of this Agreement.

Noncompetition. During Until one year after termination of Employee's employment with the term hereof and during the period Employee receives payments under Section 6(e)Company for any reason, the whether voluntary or involuntary, Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of dental practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such terminationtermination (the "Designated Industry"), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 9 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 the Employee agrees that this Section 8 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During The Employee acknowledges that (i) the term hereof Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a “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 and its affiliates, (iii) in the course of the Employee’s employment by a Competitive Business during the non-compete period Employee receives payments under Section 6(e)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 not continue to have access to these customers, (iv) engage the Employee has generated and will 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 twelve (12) months following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, directly or indirectly, alone own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or as a shareholderotherwise, partnerand whether or not for compensation) or render services to any person, officerfirm, director, employee corporation or consultant of any other business organizationentity, in any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (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 such terminationwhatever form, (ii) divert to any competitor of the Employer engaged in a Competitive Business in the Designated Industry any business opportunity of United States. Notwithstanding the Employeeforegoing, 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 nothing herein shall prohibit the Employee from owning less being a passive owner of not more than 5% two percent (2%) of the common stock equity securities of any a publicly traded corporation conducting business activities engaged in a Competitive Business, so long as the Employee has no active participation in the Designated Industrybusiness of such corporation. The For purposes hereof, the term “Competitive Business” shall mean any business involved in the net leased real estate investment industry in competition with the Company or any of its affiliates and the term “Employee’s Termination” shall mean the date the Employee will continue ceases to be bound employed by the provisions of this Section 8 until their expiration and will not be 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 Company for whatever reason, whether voluntarily 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereininvoluntarily.

Noncompetition. During the term hereof and during until one year after termination of the period Employee receives payments under Section 6(e)Employee's employment hereunder, the Employee 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 economy motel business (the “"Designated Industry”") and (B) were either conducted by the Employer prior to the Employee’s 's termination or proposed to be conducted by the Employer at the time of such 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. The Employee’s '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 8 until their expiration and will not be 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)for twelve (12) months thereafter, the Employee Executive 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 related to the economy motel business publicly traded or private hotel REIT in North America (the “Designated Industry”) and (B) that were either conducted by the Employer Company prior to the EmployeeExecutive’s termination and directly competitive with the Company or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity of the EmployeeExecutive, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. It is expressly agreed that (A) above shall not apply in the instance of termination for cause. The EmployeeExecutive’s noncompetition obligations hereunder will not preclude the Employee Executive from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee Executive will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer Company 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 court or other body having jurisdiction over the matter; and the Employee Executive agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. Further, during and following employment hereunder, Executive shall not publicly or privately make disparaging statements concerning the Company or its affiliates, directors, officers, employees or representatives.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until two years after termination of Employee's employment hereunder, the Employee 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 economy motel business acquisition and consolidation of medical practices (the “"Designated Industry”") and (B) were either conducted by the Employer Company prior to the Employee’s 's termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The Employee will continue to be bound by the provisions of this Section 8 10 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof period of the Executive's employment by or with the Company and during for two years after termination of the period Employee receives payments Executive's employment hereunder, so long as the Company is not in breach of its obligations under Section 6(e)this Agreement, the Employee Executive will not not, for any reason whatsoever (i) engage directly or indirectly, alone or as a shareholder, owner, partner, officer, director, sales representative, employee or consultant in, of or to any temporary employment, "PEO" or staff leasing, permanent placement or human resource outsourcing or consulting services or other business organization, in any business activities which (A) relate are competitive with any business owned or operated or being actively considered to the economy motel business (the “Designated Industry”) and (B) were either conducted be owned or operated by the Employer Company or any subsidiary prior to the Employee’s Executive's termination or proposed to be conducted by the Employer at the time of such termination, termination (a "Designated Business"); (ii) divert to any competitor of the Employer Company or any subsidiary in the a Designated Industry Business any business opportunity customer of the Employee, Company or any subsidiary; (iii) solicit or encourage any officer, employee, or consultant of the Employer Company or any subsidiary to leave its employ for employment by or with any competitor of the Employer Company or any subsidiary in a Designated Business; or (iv) call upon any prospective acquisition candidate, on the Designated IndustryExecutive's own behalf or on behalf of any competitor, which candidate was, to the Executive's knowledge, either called upon by the Company or any subsidiary or with respect to which the Company or any subsidiary made an acquisition analysis, for the purposes of acquiring such entity. The Employee’s parties hereto acknowledge that the Executive's noncompetition obligations hereunder will not preclude the Employee Executive from owning less than 51% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryBusiness. The Employee Executive will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable 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 court or other body having jurisdiction over the matter; and the Employee Executive agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until two years after termination of Employee's employment hereunder, the Employee 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 economy motel business acquisition and consolidation of medical practices (the “"Designated Industry”") and (B) were either conducted by the Employer Company prior to the Employee’s 's termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The Employee will continue to be bound by the provisions of this Section 8 10 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof Employment Term and during until the period Employee receives payments under Section 6(esecond anniversary of the Executive’s Date of Termination (the “Non-Compete Period”), the Employee will Executive shall not (i) engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a “Competitive Activity” shall mean any business that directly competes to a significant degree with all or indirectlyany substantial part of any of the businesses of the Company or its subsidiaries in any state in which the Company or its subsidiaries has significant business operations. The Executive shall be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, alone or as a shareholder, partneremployee, officer, director, employee independent contractor, agent, partner, advisor, or consultant of in any other business organizationcapacity calling for the rendition of the Executive’s personal services, with any individual, partnership, corporation or other organization that is engaged in any business activities which (A) relate a Competitive Activity and his involvement relates to a significant extent to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time Competitive Activity of such terminationentity; provided, however, that the Executive shall not be prohibited from (iia) 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 from owning less than 5% of the common stock two percent of any publicly traded corporation, whether or not such corporation conducting is in competition with the Company or (b) serving as a director of a corporation or other entity the primary business activities in the Designated Industryof which is not a Competitive Activity. The Employee will continue to be bound by If, at any time, the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will 9(b) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 will 9(b) shall be considered divisible and will shall become and be immediately amended to only such area, duration and scope of activity as will shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this Section 8 9(b) as so amended will shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Until the second anniversary of the Executive’s Date of Termination, the Executive shall be required to provide a copy of this Section 9 to any person or entity with respect to which the Executive may become associated in any capacity. Notwithstanding the foregoing, the Non-Compete Period for purposes of this Section 9(b) shall end on the first anniversary of the Executive’s Date of Termination if the Executive voluntarily terminates employment immediately after the expiration of the Agreement due to the Company’s provision of a Non-Renewal Agreement. Notwithstanding the foregoing, the Executive may request that the Board consent to the waiver of the application of this Section 9(b) with respect to the Executive’s association during the Non-Compete Period with any cable television company that is not in direct competition (as determined in good faith by the Board) with any actual or planned operations of the Company or its affiliates. If the Board so consents (which such consent shall not unreasonably be withheld), the Company shall immediately be released from any obligation to make Severance Payments to the Executive and all Company obligations under Section 8(b)(iii) shall immediately terminate.

Noncompetition. During For two years after termination of the term hereof and during the period Employee receives payments under Section 6(e)Executive's employment hereunder, the Employee Executive 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 (Aa) relate to the economy motel ownership or operation of a business owned or proposed to be owned by Company (the “"Designated Industry”) Business"), and (Bb) were either conducted by the Employer Company prior to the Employee’s Executive's termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry Business any business opportunity customer of the EmployeeCompany, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated IndustryBusiness. The Employee’s parties hereto acknowledge that the Executive's noncompetition obligations hereunder will not preclude the Employee Executive from owning less than 51% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryBusiness. The Employee Executive will continue to be bound by the provisions of this Section 8 9 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 the Employee Executive agrees that this Section 8 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until two years after termination of Employee’s employment hereunder, the Employee 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 economy motel acquisition, consolidation or management of a hearing aid or hearing diagnostic business (the “Designated Industry”) and (B) were either conducted by the Employer Company prior to the Employee’s termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the EmployeeCompany, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 52 % 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 8 10 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof Employment Term and during until the period Employee receives payments under Section 6(esecond anniversary of the Executive’s Date of Termination (the “Non-Compete Period”), the Employee will Executive shall not (i) engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a “Competitive Activity” shall mean any business that directly competes to a significant degree with all or indirectlyany substantial part of any of the businesses of the Company or its subsidiaries in any state in which the Company or its subsidiaries has significant business operations. The Executive shall be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, alone or as a shareholder, partneremployee, officer, director, employee independent contractor, agent, partner, advisor, or consultant of in any other business organizationcapacity calling for the rendition of the Executive’s personal services, with any individual, partnership, corporation or other organization that is engaged in any business activities which (A) relate a Competitive Activity and his involvement relates to a significant extent to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time Competitive Activity of such terminationentity; provided, however, that the Executive shall not be prohibited from (iia) 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 from owning less than 5% of the common stock two percent of any publicly traded corporation, whether or not such corporation conducting is in competition with the Company or (b) serving as a director of a corporation or other entity the primary business activities in the Designated Industryof which is not a Competitive Activity. The Employee will continue to be bound by If, at any time, the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will 9(b) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 will 9(b) shall be considered divisible and will shall become and be immediately amended to only such area, duration and scope of activity as will shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee Executive agrees that this Section 8 9(b) as so amended will shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Notwithstanding the foregoing, (i) the Executive shall be entitled to continue to serve as Chairman of the Board of Directors of NTL Incorporated without violation of this Section 9(b) and (ii) in the event the Executive is terminated by the Company without Cause or terminates with Good Reason, the Executive may elect to serve as a member of the board of directors of a Competitive Activity during the Non-Compete Period without violation of this Section 9(b) if the Executive (A) waives all rights to any future Severance Payments and continuation of benefits pursuant to Section 8(b), (B) repays in full any Severance Payments previously received and (C) repays in full the value recognized by the Executive due to, or as a consequence of, the vesting of all or any portion of the Restricted Stock Award and/or Option Award pursuant to Section 8(b) (including, without limitation, as a result of the exercise of any portion of the Option Award that became vested under Section 8(b)). Until the second anniversary of the Executive’s Date of Termination, the Executive shall be required to provide a copy of this Section 9 to any person or entity with respect to which the Executive may become associated in any capacity. Notwithstanding the foregoing, the Non-Compete Period for purposes of this Section 9(b) shall end on the first anniversary of the Executive’s Date of Termination if the Executive voluntarily terminates employment immediately after the expiration of the Agreement due to the Company’s provision of a Non-Renewal Agreement.

Noncompetition. During Until one year after termination of Employee's employment with the term hereof and during the period Employee receives payments under Section 6(e)Company for any reason, the whether voluntary or involuntary, Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of, or consulting, management or similar services for, dental practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such terminationtermination (the "Designated Industry"), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During Until one year after termination of Employee's employment with the term hereof and during the period Employee receives payments under Section 6(e)Company for any reason, the whether voluntary or involuntary, Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of dental practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such terminationtermination (the "Designated Industry"), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 9 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 the Employee agrees that this Section 8 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 apply if this Agreement is terminated pursuant to Section 6(d) hereof; provided, further, however, that this Section 9 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. During the term hereof and during the period Employee receives payments under Section 6(e)Until one (1) year after termination of Employee's employment hereunder, the Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of medical practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such terminationtermination (the "Designated Industry"), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 9 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 the Employee agrees that this Section 8 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During The Executive agrees that he will not engage in Competition (as defined below) while he is employed by the term hereof Company, and during if he voluntarily resigns from the employ of the Company other than pursuant to a Constructive Discharge prior to the first anniversary of the Effective Date, for a period Employee receives payments under Section 6(eof twelve months after such termination of employment. In the event that the Executive engages in Competition within the twelve-month period immediately following the termination of his employment with the Company for any reason (including any termination prior to the first anniversary of the Effective Date), the Employee will not (i) engage his Initial Options shall be immediately forfeited to the 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 pro rata portion of the severance benefits provided for in Section 5(d)(i) and/or Section 5(d)(ii). Such pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive engages in Competition and the first anniversary of his last day of employment by the Company, divided by (y) 365. Except as otherwise provided with respect to Competition following a voluntary resignation prior to the first anniversary of the Effective Date, the Company's sole remedy for the breach of this Section shall be as set forth in the preceding two sentences. The Executive shall be deemed to be engaging in "Competition" if he directly or indirectly, alone owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as a shareholderan officer, employee, partner, officer, director, employee consultant or consultant of otherwise with, or has any other business organizationfinancial interest in, in any business activities engaged in the financial services business in the states in which (A) relate to the economy motel Company or its subsidiaries or affiliates operate a commercial banking or other material financial services business (which is a material part of such business and is in material competition with the “Designated Industry”) and (B) were either business conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor the termination of his employment with the Employer in the Designated Industry any business opportunity Company or its subsidiaries or affiliates. Ownership for personal investment purposes only 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 from owning less than 52% of the common voting stock of any publicly traded held corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will shall not be 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included hereinconstitute a violation hereof.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until one (1) year after termination of Employee's employment hereunder, the Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of medical practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such terminationtermination (the "Designated Industry"), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 9 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 the Employee agrees that this Section 8 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During Until one year after termination of Employee's employment with the term hereof and during the period Employee receives payments under Section 6(e)Company for any reason, the whether voluntary or involuntary, Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of dental practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed "Proposed to be conducted Conducted" (as defined herein) by the Employer Company at the time of such terminationtermination (the "Designated Industry"), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The "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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 10 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until one year after termination of Employee's employment hereunder for any reason, the Employee 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 economy motel business acquisition and consolidation of medical practices (the “"Designated Industry”") and (B) were either conducted by the Employer Company prior to the Employee’s 's termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company. The Employee will continue to be bound by the provisions of this Section 8 10 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until two years after termination of Employee's employment hereunder, the Employee 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 economy motel business acquisition, consolidation or management of orthodontic practices (the “"Designated Industry”") and (B) were either conducted by the Employer Company prior to the Employee’s 's termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the EmployeeCompany, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from owning less than 52 % 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 8 1 0 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 1 0 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until two years after termination of Employee's employment hereunder, the Employee 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 economy motel business (the “Designated Industry”) acquisition and (B) consolidation of medical practices which were either conducted by the Employer prior to Company at the time of Employee’s 's termination or proposed Proposed to be conducted Conducted (as defined herein) by the Employer Company at the time of such terminationtermination (the Designated Industry), (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s 's noncompetition obligations hereunder will not preclude the Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated IndustryIndustry or (ii) serving as an officer, director, stockholder or employee of an entity engaged in the healthcare industry whose business operations are not competitive with those of the Company, provided that if during the term of this Agreement Employee is serving as an officer, director or employee of another entity, the amount of time spent by Employee in connection with such service taken together with the amount of consulting time spent by Employee in accordance with Section 11 shall not exceed 10% of his professional time or two (2) days per month. The _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 Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 8 10 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable as to area, duration or scope of activity, this Section 8 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. During the term hereof and during the period Employee receives payments under Section 6(e)Until two years after termination of Employee’s employment hereunder, the Employee 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 economy motel acquisition, consolidation or management of a hearing aid or hearing diagnostic business (the “Designated Industry”) and (B) were either conducted by the Employer Company prior to the Employee’s termination or proposed to be conducted by the Employer Company at the time of such termination, (ii) divert to any competitor of the Employer Company in the Designated Industry any business opportunity customer of the EmployeeCompany, or (iii) solicit or encourage any officer, employee, or consultant of the Employer Company to leave its employ for employment by or with any competitor of the Employer Company in the Designated Industry. The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 52% 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 8 until their expiration and will not be entitled to any compensation from the Employer Company with respect thereto. If at any time the provisions of this Section 8 will be are determined to be invalid or unenforceable, by reason of being vague or unreasonably unreasonable 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 court or other body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.