Common use of Non-Competition; Equitable Relief; Forfeiture of Severance Benefits Clause in Contracts

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company and PGA to enter into this Agreement, and to reduce the cost to the Company and PGA of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he will not, directly or indirectly: (i) own (except passive ownership of less than 1% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company or any of its subsidiaries) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertakes activities in the Restricted Area during the Restricted Period (as defined below). For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutions, (B) data analytics and decision support tools focused on healthcare quality, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performance, in all cases described in the foregoing clauses (A), (B) and (C), to or about (i) healthcare, (ii) healthcare or related institutions or employees thereof, or (iii) medical or other professionals operating in the health care industry, anywhere in the United States or any other geographic location where the Company or any of its subsidiaries operates. The term “Restricted Area” also includes (x) consulting services and solutions relating to quality and performance improvement, or (y) any other business that the Company or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions); notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from, directly or indirectly, (a) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a business or organization that as its primary source of business provides total cost management solutions, manages hospitals, sells medical devices, provides direct patient care (including homecare, dialysis, outpatient imaging, outpatient surgery), provides physician practice management, manages a health insurance plan, engages in disease management, provides supply distribution, or engages in direct to consumer healthcare product sales, or (b) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a private equity fund; or (c) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance to revenue cycle service companies; so long as the Employee, in each case, recuses himself from and does not participate in any activity of these companies (including any board or management or similar discussions, including any strategic discussions) if the activity is competitive with or involves discussions regarding any activity that is competitive with the Restricted Area or the Company’s or any of its subsidiaries’ current business or is competitive with a business in which the Company or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions);

Non-Competition; Equitable Relief; Forfeiture of Severance Benefits. (a) As an inducement to the Company and PGA to enter into this Agreement, and to reduce the cost to the Company and PGA of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he she will not, directly or indirectly: (i) own (except passive ownership of less than 1% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company or any of its subsidiariesCompany) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertakes undertake activities in the Restricted Area during the Restricted Period (as defined below). For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement including, but not limited to, clinical, financial, operational and improvement solutionsattitudinal data, (B) data analytics and decision support tools focused on healthcare qualitytools, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performancemeasurement, in all cases described in the foregoing clauses (A), (B) and (C), ) to or about (i) healthcare, (ii) healthcare health care or related institutions or employees thereof, or (iii) medical or other professionals operating in the health care industry, anywhere in the United States or any other geographic location where the Company PGA Holdings, Inc. (“PGA Holdings”) or any of its subsidiaries operates. The term “Restricted Area” also includes (x) consulting any other industry in which PGA Holdings or any of its subsidiaries provides services and solutions related to the general area of measurement or services relating to quality taking any actions on, or publishing or reporting results in connection with, the general area of measurement, decision support tools, data analytics and performance improvementimprovement solutions, or has substantially progressed towards providing such services, (y) marketing tools and services, or (yz) any other business that the Company or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions); notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from, directly or indirectly, (a) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a business or organization that as its primary source of business provides total cost management solutions, manages hospitals, sells medical devices, provides direct patient care (including homecare, dialysis, outpatient imaging, outpatient surgery), provides physician practice management, manages a health insurance plan, engages in disease management, provides supply distribution, or engages in direct to consumer healthcare product sales, or (b) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a private equity fund; or (c) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance to revenue cycle service companies; so long as the Employee, in each case, recuses himself from and does not participate in any activity of these companies (including any board or management or similar discussions, including any strategic discussions) if the activity is competitive with or involves discussions regarding any activity that is competitive with the Restricted Area or the Company’s or any of its subsidiaries’ current business or is competitive with a business in which the Company PGA Holdings or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions);