Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During (a) In consideration of the Employment Term Award, you agree that while employed by Hasbro (including any of its affiliates) and during the Restrictive Period for a period of one (1) year after your Date of Termination (as defined below) (including any of its affiliates), the Executive shall you will not, without in the prior written consent geographical area in which Hasbro or any of its affiliates does business or has done business, engage in any business or enterprise that would be competitive with any business of Hasbro in existence as of the Date of Termination. This obligation shall preclude any such involvement, whether on a direct or indirect basis, and whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly held company. (b) The geographic area to which the restrictions of Section 2 (a) shall apply shall be limited to the geographic area in which the Company does business, has done business, or plans to do business as of your Date of Termination. (c) You agree that while employed by the Company and for a period of one (1) year after your Date of Termination, you shall not directly or indirectly solicit, induce or attempt to induce (other than a general solicitation not directed at the employees of the Company) either alone or in association with others, any employee or independent contractor of the Company to terminate his or her employment or his, her or its relationship with the Company or in any way assist or enable another person or entity, directly or indirectly, in any capacity whatsoeverto solicit, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce induce or attempt to induce any individual, employee or independent contractor of the Addus HealthCare Group Company to terminate such employee’s his/her employment or his, her or its relationship with the Addus HealthCare Group Company. (d) You agree that while employed by the Company and for a period of one (1) year after your Date of Termination, you shall not, directly or indirectly, acting alone or in any way interfere association with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce others, solicit, divert or take away or attempt to induce any customersolicit, referral sourcedivert or take away, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of any current or prospective customers, accounts or business partners that were contacted, solicited or served by the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof Company while the Executive is you were employed by the Company. (e) You acknowledge that the restrictions set forth in this Section 2 are necessary for the protection of the business and goodwill of the Company and its Subsidiaries and are material and integral to the Award. You further acknowledge that the restrictions contained herein are reasonable for the protection of the business and good will of the Company and its Subsidiaries. You agree that any breach, or threatened breach, of this Agreement is likely to cause the Company substantial and irrevocable harm. In the event of any breach or threatened breach, you agree that the Company, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief without posting a bond or other security. You also waive the adequacy of a remedy at law as a defense to such relief. (f) You agree that if you violate any of the provisions of this Section 2, you shall continue to be bound by the restrictions set forth herein until a period of one (1) year has expired without any violation of this Section 2. You further agree that in the event you violate any of the provisions of this Section 2, and you are receiving any severance pay or benefits from the Company, the Company shall have no obligation to continue paying or providing to you any such severance pay or benefits and may recover from you the severance pay and benefits you previously received. (g) If any restriction set forth in this Section 2 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

Non-Competition; Non-Solicitation. (a) During Executive’s employment by the Employment Term Employer and during the Restrictive Period (as defined below)for a period of one year after Executive’s termination of employment for any reason, the Executive shall will not, without except with the prior written consent of the CompanyBoard, directly or indirectly, in any capacity whatsoeverown, either on his own behalf or on behalf of any other person or entity whom he may manage, operate, join, control, finance or participate inin the ownership, consult management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, render services for or use or permit Executive’s name to be employed used in connection with, any business or associatedenterprise which is engaged in any financial services, compete insurance or other business that is competitive with any business or enterprise in which the Business Employer is engaged, anywhere in the world, during Executive’s employment or (as defined belowwith respect to the application of this covenant after Executive’s termination of employment) during the two year period preceding Executive’s termination of employment. The parties acknowledge that the Employer engages in its business on a worldwide basis, and Executive acknowledges that his or her responsibilities extend to the Employer’s worldwide operations. (b) The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent of any class of securities of any corporation which is engaged in any of the following described manners: (i) Engage in, assist or have any interest inforegoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as principalamended, consultantprovided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, advisoreither directly or indirectly, agentmanages or exercises control of any such corporation, financier or employeeguarantees any of its financial obligations, otherwise takes any business entity that is, or that is about to become engaged in, providing goods or services part in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any its business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than exercising Executive’s rights as a customer that does not engage in shareholder, or seeks to do any of the Business;foregoing. (iiic) Induce Executive further covenants and agrees that during Executive’s employment by the Employer and for a period of one year thereafter, Executive will not, except with the prior written consent of the Board, directly or attempt to induce indirectly, solicit or hire, or encourage the solicitation or hiring of, any person who was a managerial or higher level employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in Employer at any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, time during the term “Business” means of Executive’s employment by the business Employer by any employer other than the Employer for any position as an employee, independent contractor, consultant or otherwise. The foregoing covenant of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or Executive shall not apply to any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or person after 12 months have elapsed after the date hereof while the Executive is employed on which such person’s employment by the CompanyEmployer has terminated. (d) The covenants described in this Section 6 shall continue to apply during the period specified herein after Executive’s termination of employment for any reason, without regard to whether Executive executes a Release or receives any severance benefits as a result of such termination. If Executive breaches any of the covenants described in this Section 6, the applicable period during which the covenant applies shall be tolled during the period of the breach. Without limiting the foregoing, the severance benefits provided under this Agreement are specifically designated as additional consideration for the covenants described in Section 5 and this Section 6.

Non-Competition; Non-Solicitation. During Executive and the Employment Term Employer agree to the non-competition and non-solicitation provisions of this Article VIII in consideration for the Confidential Information provided by the Employer to Executive pursuant to Article VI of this Agreement, to further protect the trade secrets and Confidential Information disclosed or entrusted to Executive or created or developed by Executive for the Employer or its affiliates, to protect the business goodwill of the Employer developed through the efforts of Executive and the business opportunities disclosed or entrusted to Executive and the other legitimate business interests of the Employer, and as an express incentive for the Employer to enter into this Agreement. (a) Subject to the exceptions set forth in Section 8.2(b) below, Executive expressly covenants and agrees that during the Restrictive Period (as defined below)Prohibited Period, the Executive shall not, without the prior written consent of the Companywill refrain from carrying on or engaging in, directly or indirectly, any Business in competition with the Employer or its affiliates in the Restricted Area. Accordingly, Executive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner, or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any capacity whatsoeverCompeting Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), either Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation that is a Competing Business, if such stock is listed on his own behalf a national securities exchange or on behalf regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Employer or any of its affiliates, or (ii) canvass, solicit, approach, or entice away, or cause to be canvassed, solicited, approached, or enticed away, from the Employer or any of its affiliates any person who or which is a customer of any of such entities during the period during which Executive is employed by the Employer. Notwithstanding the foregoing, the restrictions of clause (c) of this Section 8.2(c) shall not apply with respect to an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Employer or any of its affiliates. (d) Before accepting employment with any other person or entity whom he may manageduring the Prohibited Period, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any Executive will inform such person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage restrictions contained in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companythis Article VIII.

Non-Competition; Non-Solicitation. During (a) You acknowledge and agree that your use of Confidential Information and our lists of, and information concerning, customers and prospective customers in the Employment Term conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company and during would adversely affect the Restrictive Period (business goodwill of the Company. Accordingly, as defined below)a material inducement to the Company to enter into this Agreement; to protect the Company’s Confidential Information, the Executive shall notincluding lists of, without the prior written consent and information concerning, customers and prospective customers of the Company, that may be disclosed or entrusted to you (the disclosure of which by you in violation of this Agreement would adversely affect the business goodwill of the Company), the business goodwill of the Company that may be developed in you and the business opportunities that may be disclosed or entrusted to you by the Company; in consideration for the compensation and other benefits payable hereunder to you, for the benefits to you of having access to Confidential Information, including lists of, and information concerning, customers and prospective customers of the Company, during the Employment Period (the disclosure of which by you in violation of this Agreement would adversely affect the business goodwill of the Company); and for other good and valuable consideration, you hereby covenant and agree that, during the Term of Non-Competition, you will not directly or indirectly, individually or as an officer, director, manager, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage own, engage in, assist or have any interest inmanage, as principaloperate, consultantjoin, advisorcontrol, agentbe employed by, financier or employee, any business entity that isprovide Competing Services to, or that is about to become engaged inparticipate in the ownership, providing goods management, operation or services control of or provision of Competing Services to, a Competing Business operating in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeGeographic Area; (ii) Solicit recruit, hire, assist in hiring, attempt to hire, or accept any business (contact or help any other person solicit or accept any business) from with respect to hiring any person or entity that who, at any time during the twelve (12) month period ending on the Effective Date is a customer date of termination, was an employee of the Addus HealthCare Group Company; provided, that you may hire any person that served as an administrative or during clerical employee at the Employment Term becomes a customer of time their employment with the Addus HealthCare GroupCompany terminates so long as you do not recruit, other than a customer that does not engage in the Businesscontact or solicit such employee; (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company to terminate such employee’s terminate, or in any way interfere with, the relationship between the Company and any employee thereof; or (iv) induce or attempt to induce any customer, client, supplier, service provider, or other business relation of the Company in the Geographic Area to cease doing business with the Addus HealthCare Group Company, or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereof; or (iv) Induce or attempt to induce any customersuch person. Notwithstanding the foregoing, referral source, supplier, vendor, licensee or other business relation the Company agrees that you may own less than one percent of the Addus HealthCare Group to cease doing outstanding voting securities of any publicly traded company that is a Competing Business so long as you do not otherwise participate in such competing business with the Addus HealthCare Group, or in any way prohibited by this Section. (b) You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs in this Section are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the enforcement of such covenants would not cause you any undue hardship or unreasonably interfere with your ability to earn a livelihood. If you violate the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, covenants and restrictions in this Section and the Addus HealthCare GroupCompany brings legal action for injunctive or other equitable relief, on you agree that the other hand. For purposes hereof, the term “Business” means the business of providing home care services Company will not be deprived of the type and nature benefit of the full period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, you agree that the Addus HealthCare Group then performed and/or any other business activity provisions in which the Addus HealthCare Group then performed or program or service then under active development proposed this Section will have a duration determined pursuant to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Subsection (a) above, computed from the date hereof while the Executive legal or equitable relief is employed by the Companygranted. (c) As used in this Agreement:

Non-Competition; Non-Solicitation. During (a) For the duration of the Employment Term and Period and, unless the Company terminates the Executive’s employment without Cause or Executive terminates his employment for Good Reason, during the Restrictive Severance Period (as defined belowthe “Non-compete Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, except as specifically provided in any capacity whatsoeverSection 2(c), either on his own, manage, operate, finance or control a directly competitive entity that engages or conducts business in an identical manner to the Company; provided, however, that the Executive may own behalf or on behalf less than 10% in the aggregate of the outstanding shares of any class of securities of any enterprise other person than any such enterprise with which the Company competes or entity whom he may manageis currently engaged in a joint venture, controlif such securities are listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act. Notwithstanding the foregoing, participate inif the Executive shall present to the Board any opportunity within the scope of the prohibited activities described above, consult withand the Company shall not elect to pursue such opportunity within a reasonable time, render services then the Executive shall be permitted to pursue such opportunity, subject to the requirements of Section 2(c). (b) During the Employment Period and for or be employed or associated, compete a period of three (3) months following termination of the Executive’s employment with the Business (as defined below) in any of Company, the following described mannersExecutive shall not: (i) Engage inpersuade, assist solicit or have hire, or attempt to recruit, persuade, solicit or hire, any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that isor independent contractor of, or that consultant to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is about party to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office;an employment agreement; or (ii) Solicit or accept attempt in any business (or help any other person manner to solicit or accept any business) from any person customer or entity that on the Effective Date is a customer client of the Addus HealthCare Group Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the Employment Term becomes a customer term of the Addus HealthCare GroupAgreement, other than a business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer that does not engage in the Business; (iii) Induce or to persuade or attempt to induce persuade any employee such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the Addus HealthCare Group to terminate such employee’s relationship kind or competitive with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation Business of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, Company or in any way interfere with the relationship between any of its Affiliates) for such customer, referral sourceor have any discussions regarding any such service with such customer, supplieron behalf of such other person. The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, vendorthe Company shall have the right to injunctive relief to prevent or restrain any such violation, licensee without the necessity of posting a bond. The Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or business relationgeographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Addus HealthCare GroupCompany, on the other hand. For purposes hereofother, that the term “Business” means covenant not to compete shall be construed by the business of providing home care services court in such a manner as to impose only those restrictions on the conduct of the type Executive which are reasonable in light of the circumstances as they then exist and nature that necessary to assure the Addus HealthCare Group then performed and/or any other business activity in which Company of the Addus HealthCare Group then performed or program or service then under active development proposed intended benefit of the covenant not to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companycompete.

Non-Competition; Non-Solicitation. During The Executive acknowledges that the Employment Term Employer and its affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for the Executive’s employment hereunder, the Executive would not have had contact with such clients, customers and employees. The Executive agrees that during the Restrictive Period period of the Executive’s employment with the Employer and for a period of one (as defined below1) year after termination of the Executive’s employment for any reason (the “Non-Compete Period”), the Executive shall not, without will not (except in the prior written consent Executive’s capacity as an employee of the CompanyEmployer) directly or indirectly, for the Executive’s own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venture, syndicate, sole proprietorship or other entity which has a place of business (whether as a principal, division, subsidiary, affiliate, related entity, or otherwise) located within the Market Area (as hereinafter defined): (a) engage, directly or indirectly, in any capacity whatsoever, either on his own behalf business that provides banking products or on behalf of services or that otherwise competes in any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete way with the Business (as defined below) in Employer or any of the following described manners: (i) Engage in, assist its subsidiaries or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeaffiliates; (iib) Solicit or accept any business (or help any other person solicit or accept induce, or attempt to solicit or induce any business) from any person client or entity that on the Effective Date is a customer of the Addus HealthCare Group Employer or during the Employment Term becomes a customer any of the Addus HealthCare Group, other than a customer that does its subsidiaries or affiliates not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship do business with the Addus HealthCare Group Employer or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereofof its subsidiaries or affiliates; or (ivc) Induce solicit or induce, or attempt to induce solicit or induce, any customer, referral source, supplier, vendor, licensee employee or other business relation agent of the Addus HealthCare Group Employer or any of its subsidiaries or affiliates to cease doing business terminate his or her relationship with the Addus HealthCare Group, Employer or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee of its subsidiaries or business relation, on the one hand, and the Addus HealthCare Group, on the other handaffiliates. For purposes hereofof this Agreement, “Market Area” shall be an area encompassed within a twenty (20) mile radius surrounding any location of Royal Financial, the term “Business” means Bank or any of their subsidiaries as of the Date of Termination of employment. The foregoing provisions shall not be deemed to prohibit (i) the Executive’s ownership, not to exceed five percent (5%) of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market or (ii) the Executive serving as a director of other corporations and entities to the extent these directorships do not inhibit the performance of the Executive’s duties hereunder or conflict with the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyEmployer.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for for, or be employed by or associatedassociated with, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist assist, or have any interest in, as principal, consultant, advisor, agent, financier financier, or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Group, or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee licensee, or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee licensee, or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed performs and/or any other business activity in which the Addus HealthCare Group then performed performs or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and its affiliates as the result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as of the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until one year after this Agreement is terminated or Employee leaves the employment of the Company for any reason, Employee will not: a. Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Company; b. Persuade or attempt to persuade any potential customer or client to which the Company or any of its affiliates has made a proposal or sale, or with which the Company or any of its affiliates has been having discussions, not to transact business with the Company or such affiliate, or instead to transact business with another person or organization; c. Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of Employee's employment by the Company, directly or indirectlywithin three years prior to the Effective Date of Employee's employment, in provided, however, that if Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or d. Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. (a) Each of Executive and the Company agree and acknowledge that the provisions of SECTION 10.5 of the Recapitalization Agreement dated as of July 16, 2002 among Executive, the Parent and the other parties thereto (as amended, the "RECAPITALIZATION AGREEMENT") are expressly incorporated herein by reference. (b) During the Employment Term and during the Restrictive Non-Compete Period (as defined belowin the Recapitalization Agreement), the Executive shall covenants and agrees that he will not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf for himself or on behalf of for any other person (i) solicit any officer, manager, employee or independent contractor of the Parent, the Company or any subsidiary to terminate his or her employment or relationship with the Parent, the Company or any subsidiary, and to become employed by Executive or any business or entity whom he may managewith which Executive is affiliated as an owner, controlinvestor, participate inlender, consult with, render services for or be employed in any other capacity or associated, compete employ any such individual during his or her employment with the Parent, the Company or any subsidiary, and for a period of one (1) year after such individual terminates his or her employment with the Parent, the Company or any subsidiary, (ii) solicit any past or present customer, doctor, radiologist, healthcare provider or patient of the Parent, the Company or any subsidiary, (iii) divert to any business or entity any present or future doctor, radiologist, healthcare provider or patient of the Parent, the Company or any subsidiary, or (iv) take any action that may cause injury to the relationships among the Parent, the Company or any subsidiary and any of their employees and any lessor, lessee, vendor, supplier, customer, employee, consultant or other business associate of the Parent, the Company or any subsidiary. (c) Executive acknowledges that the foregoing restrictions are not intended to limit his ability to earn a livelihood, but are, among other things, intended to prevent a Competitive Business (as defined belowin the Recapitalization Agreement) from gaining an unfair advantage from Executive's knowledge of confidential and proprietary information of the Parent, the Company and their subsidiaries, including information of the Parent, the Company and their subsidiaries that has commercial value in the Competitive Business. Executive believes that he has received sufficient consideration and other benefits provided hereunder and under the Recapitalization Agreement to clearly justify such restrictions which, in any of the following described manners: event (i) Engage ingiven his education, assist or have any interest inskills and ability), as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that he does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companybelieve would prevent him from otherwise earning a living.

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any capacity whatsoeverother capacity, either on his own behalf or on behalf of himself or herself or any firm, corporation or other person business organization other than the Company and its subsidiaries, in any one or entity whom he may managemore of the following activities: (a) the development, controlmarketing, participate insolicitation, consult with, render services for or be employed selling of any product or associated, compete service that is competitive with the Business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Optionee’s employment; (as defined belowb) in the use of any of the following described manners: (i) Engage inCompany’s confidential or proprietary information, assist copyrights, patents or have any interest in, trade secrets which was acquired by the Optionee as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any an employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereofits subsidiaries; or (ivc) Induce any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to induce engage any customerof them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, referral sourceunless terminated sooner by operation of any other term or condition of this Agreement or the Plan, supplierand (ii) all gain resulting from the exercise of all or any portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and agrees that the activities set forth in this Section 10(a)-(c) are adverse to the Company’s interests, vendor, licensee and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or other business relation within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, Company and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyits subsidiaries.

Non-Competition; Non-Solicitation. During As additional consideration for this Award to the Employment Term and during the Restrictive Period (as defined below)Grantee, the Executive shall notGrantee hereby agrees that, without if at any time during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany or any Subsidiary no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any capacity whatsoeverother capacity, either on his own behalf or on behalf of himself or herself or any firm, corporation or other person business organization other than the Company and its subsidiaries in any one or entity whom he may managemore of the following activities: (a) the development, controlmarketing, participate insolicitation, consult with, render services for or be employed selling of any product or associated, compete service that is competitive with the Business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Grantee’s employment; (as defined belowb) in the use of any of the following described manners: (i) Engage inCompany’s confidential or proprietary information, assist copyrights, patents or have any interest in, trade secrets which was acquired by the Grantee as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any an employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereofits subsidiaries; or (ivc) Induce any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to induce engage any customerof them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then (i) this Award shall terminate effective on the date on which he or she first engages in such activity, referral sourceunless terminated sooner by operation of any other term or condition of this Award or the Plan, supplierand (ii) all shares of Stock issued to the Grantee pursuant to this Award shall become immediately due and payable by Grantee to the Company and if such shares of Stock have been sold by the Grantee, vendoran amount equal to the proceeds from such sale shall become immediately due and payable by the Grantee to the Company. Grantee acknowledges and agrees that the activities set forth in this Section 10(a)-(c) are adverse to the Company’s interests, licensee and that it would be inequitable for Grantee to benefit from this Award should Grantee engage in any such activities during or other business relation within one year after termination of his or her employment with the Company. The Grantee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, Company and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyits subsidiaries.

Non-Competition; Non-Solicitation. During The Executive agrees that if the Employment Term and during Executive’s employment is terminated by the Restrictive Period Company for Cause or Executive terminates such employment without Good Reason, that for a one (as defined below), 1) year period following the termination date: (a) The Executive shall notnot engage in any business which is competitive with the business of the Company or any of its subsidiaries as of the termination date. For the purposes of this Section 8, without a business shall be deemed “competitive” if it consists of or includes any type or line of business engaged in by the prior written consent Company or any of its subsidiaries as of the date of such termination and which is conducted, in whole or in part, within a one-hundred (100) mile radius of the Company’s principal executive headquarters as of the date of such termination. For purposes of this Agreement, the executive shall be deemed to “engage in a business” if he: (i) participates, directly or indirectly, in any capacity whatsoeversuch business as a director, either officer, stockholder, employee, salesman, partner or individual proprietor; (ii) acts as a paid consultant, representative or advisor to such business; (iii) participates in such business as an investor (whether through loans, contributions to capital or otherwise) or has a controlling influence over such business; or (iv) permits his name to be used by or in connection with such business, provided that nothing herein contained shall be deemed to preclude the purchase of securities that are listed on his own behalf or on behalf a national securities exchange of any other entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities. (b) The Executive will not directly, or indirectly through another person or entity whom he may manageentity, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group Company or its subsidiaries to terminate such employee’s relationship with leave the Addus HealthCare Group employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Addus HealthCare Group Company or its subsidiaries, on the one hand, and any employee thereof; or , on the other hand, (ivii) Induce hire any person who was an employee of the Company or its subsidiaries until one year after such individual’s employment relationship with the Company or its subsidiaries has been terminated or (iii) induce or attempt to induce any customer, referral source, supplier, vendor, licensee supplier or other business relation of the Addus HealthCare Group Company or its subsidiaries to cease doing business with the Addus HealthCare GroupCompany or its subsidiaries, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee supplier or business relation, on the one hand, and the Addus HealthCare GroupCompany or its subsidiaries, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During The Employee hereby acknowledges that, during and solely as a result of his employment by the Employment Term Employer, he has received and during shall continue to receive: (1) special training and education with respect to the Restrictive Period operations of a cable television company and other related matters, and (2) access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to the Employee by the Employer as defined below)a result of the Employee's employment, as outlined in the previous sentence, the Executive Employee hereby agrees as follows: (a) During a period ending two years following the termination of his employment under this Agreement, the Employee shall not, without the prior written consent of the CompanyEmployer, (i) directly or indirectly engage in any business that competes with the Employer or any Affiliate of the Employer in their conduct of the cable television business, or otherwise receive compensation for any services rendered regarding any aspect of the cable television business anywhere within the service area of any cable television system operated by the Employer or any Affiliate of the Employer, or (ii) engage or participate, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any business which is substantially similar to that of the following described manners: (i) Engage inEmployer or any Affiliate of the Employer, assist or have any interest inincluding, without limitation, serving as principal, a consultant, advisoradministrator, agentofficer, financier or director, employee, any business entity that ismanager, or that is about to become engaged inlandlord, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Grouplender, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Groupguarantor, or in any way interfere similar or related capacity or otherwise receive compensation for services rendered regarding any aspect of the cable television business anywhere within the service area of any cable television system operated by the Employer or any Affiliate of the Employer. The Employee acknowledges that these limited prohibitions are reasonable as to time, geographical area and scope of activities to be restrained and that the limited prohibitions do not impose a greater restraint than is necessary to protect the Employer's goodwill, proprietary information and other business interests. The mere ownership of a de minimis amount of securities in any competitive enterprise and exercise of rights appurtenant thereto, and participation in management of any such enterprise or business operation other than in connection with the relationship competitive operation of such enterprise, are not prohibited. (b) During his employment with the Employer and, except as may be otherwise herein provided, for a period of two (2) years following the termination of his employment with the Employer, regardless of the reason for such termination, the Employee agrees he will refrain from and will not, directly or indirectly, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or otherwise (1) solicit any of the employees of the Employer to terminate their employment or (2) accept employment with or seek remuneration by any of the clients or customers of the Employer with whom the Employer did business during the term of the Employee's employment. (c) The period of time during which the Employee is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) shall be extended by any length of time during which the Employee is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) are essential elements of this Agreement, and that, but for the agreement of the Employee to comply with such covenants, the Employer would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Employer of such covenants. (e) It is agreed by the Employer and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Employer and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee. The Employer and the Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Employer. (f) Notwithstanding any provision of this Section 11 to the contrary, during the term of this Agreement, the Employee may acquire, engage in business with, and receive compensation from any other company or business, provided, however, that (i) in the case of an acquisition of a business operating cable television systems, telephony systems, internet systems, or other communication or new media services or products, Employer must have been offered the opportunity to acquire such business on terms and conditions not less favorable than the terms upon which Employee purchases such business; (ii) such other company or business shall not be in competition with Employer; and (iii) Employee shall continue to devote substantially all of his time to the business affairs of the Employer. The Employer will be deemed to have been afforded an opportunity to purchase a business if, at least 60 days prior to any such customeracquisition by the Employee, referral source, supplier, vendor, licensee or the Employer is presented a description of such business relation, on and a detailed description of the one handterms upon which such business is to be purchased, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business Board of providing home care services Directors of the type Employer (i) votes not to acquire such business pursuant to such terms, (ii) fails to make a determination whether to acquire such business within 20 days of receipt of such description of such business and nature that the Addus HealthCare Group then performed and/or any other such terms, or (iii) terminates negotiations with such business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed after initially determining to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companynegotiate to acquire such business.

Non-Competition; Non-Solicitation. During (a) The Company shall provide Executive access to the Confidential Information for use only during the Employment Term Period, and Executive acknowledges and agrees that the Company Group will be entrusting Executive, in Executive’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company providing Executive with access to Confidential Information and as an express incentive for the Company to enter into this Agreement, Executive has voluntarily agreed to the covenants set forth in this Section 9. Executive further agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, will not cause Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (b) Executive agrees that, during the Restrictive Prohibited Period (as defined below), the Executive shall not, without the prior written consent approval of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf for Executive or on behalf of or in conjunction with any other person or entity whom he may manage, control, of whatever nature: (i) engage in or participate in, consult with, render services for or be employed or associated, compete within the Market Area (as defined below) in competition with any member of the Company Group in any aspect of the Business (as defined below) in any of the following described manners: (i) Engage in), assist which such prohibition shall prevent Executive from directly or have any interest inindirectly owning, as principalmanaging, consultantoperating, advisorjoining, agentbecoming an officer, financier director, employee or employee, any business entity that isconsultant of, or that is about loaning money to become or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, providing goods or services planning to engage in, the Business in competition competition, or anticipated competition, in the Market Area, with any member of the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeCompany Group; (ii) Solicit appropriate any Business Opportunity (as defined below) of, or accept any business (or help any other person solicit or accept any business) from any person or entity that on relating to, the Effective Date is a customer of the Addus HealthCare Company Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage located in the BusinessMarket Area; (iii) Induce solicit, canvass, approach, entice or attempt to induce any employee customer or supplier of any member of the Addus HealthCare Company Group to terminate cease or lessen such employeecustomer’s relationship or supplier’s business with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereofCompany Group; or (iv) Induce solicit, canvass, approach, entice or attempt to induce any customer, referral source, supplier, vendor, licensee employee or other business relation contractor of the Addus HealthCare Company Group to cease doing business with terminate his, her or its employment or engagement therewith. (c) Executive agrees that the Addus HealthCare Groupcovenants of Section 9(b) shall be enforceable during the Employment Period and for a period of 12 months following the termination of the Employment Period (the “Prohibited Period”), or regardless of the reason for such termination. The Prohibited Period shall be extended by any period of time during which Executive is in breach of any way interfere with of the relationship between covenants of Section 9(b). Notwithstanding any provision to the contrary, it will not be a violation of this Section 9 for Executive to acquire and own an equity interest representing less than 5% of the total voting power of all classes of equity interests in a publicly traded entity. (d) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that would be caused to the Company Group for which it would have no other adequate remedy, Executive agrees that the Company shall be entitled to enforce the foregoing covenants, in the event of a breach, by injunctions and restraining orders and that such customer, referral source, supplier, vendor, licensee or business relation, on enforcement shall not be the one handCompany’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company at law and equity. (e) The covenants in this Section 9 are severable and separate, and the Addus HealthCare Groupunenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, on in the other hand. event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (f) For purposes hereofof this Section 9, the term “Business” means following terms shall have the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.following meanings:

Non-Competition; Non-Solicitation. (a) During his employment by the Company, including the Employment Term Period, Employee shall have access to and during become acquainted with Confidential Information of the Restrictive Period Company as described in Section 6. Employee acknowledges and agrees that his use of Confidential Information in the conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company and would adversely affect the business goodwill of the Company. Accordingly, as a material inducement to the Company to enter into this Agreement; to protect the Company’s Confidential Information that may be disclosed or entrusted to Employee (as defined belowthe disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill of the Company), the Executive shall notbusiness goodwill of the Company that may be developed in Employee and the business opportunities that may be disclosed or entrusted to Employee by the Company; in consideration for the compensation and other benefits payable hereunder to Employee, without for the prior written consent benefits to Employee of having access to Confidential Information during the Employment Period (the disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill of the Company); and for other good and valuable consideration, Employee hereby covenants and agrees that, during the Term of Non-Competition, Employee shall not, directly or indirectly, individually or as an officer, director, manager, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage own, engage in, assist or have any interest inmanage, as principaloperate, consultantjoin, advisorcontrol, agentbe employed by, financier or employee, any business entity that isprovide Competing Services to, or that is about to become engaged inparticipate in the ownership, providing goods management, operation or services control of or provision of Competing Services to, a Competing Business operating in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeGeographic Area; (ii) Solicit recruit, hire, assist in hiring, attempt to hire, or accept any business (contact or help any other person solicit or accept any business) from with respect to hiring any person or entity that who, at any time during the 12 month period ending on the Effective Date is a customer of Termination, was an employee of the Addus HealthCare Group Company or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Businessits affiliates; (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company or its affiliates to terminate such employee’s relationship with the Addus HealthCare Group terminate, or in any way interfere with with, the relationship between the Addus HealthCare Group such parties and any employee thereof; or (iv) Induce induce or attempt to induce any customer, referral sourceclient, supplier, vendorservice provider, licensee or other business relation of the Addus HealthCare Group Company or its affiliates in the Geographic Area to cease doing business with the Addus HealthCare Groupsuch parties, or in any way interfere with the relationship between such parties and any such customerperson. Notwithstanding the foregoing, referral sourcethe Company agrees that Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 9. (b) Employee acknowledges that the geographic boundaries, supplier, vendor, licensee or business relation, on the one handscope of prohibited activities, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services time duration of the type preceding paragraphs in this Section 9 (including the defined terms for “Competing Business,” “Competing Services,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 9(c)) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the Addus HealthCare Group then performed and/or enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 9 and the Company brings legal action for injunctive or other business activity equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in which obtaining such relief. Accordingly, Employee agrees that the Addus HealthCare Group then performed or program or service then under active development proposed provisions in this Section 9 shall have a duration determined pursuant to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Section 9(a), computed from the date hereof while the Executive legal or equitable relief is employed by the Companygranted.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his her own behalf or on behalf of any other person or entity whom he she may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During (a) For the Employment Term period ending on the later of (i) two (2) years from the Future Closing Date, and during (ii) two (2) years following the Restrictive Period (date on which the Seller shall have ceased to exercise any functions as defined below)officer or director of the Company and any of its Subsidiaries, the Executive Seller shall not, without the prior written consent of the Companyand shall cause its Affiliates not to, directly or indirectly, in indirectly through any capacity whatsoever, either on his own behalf Person or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described mannerscontractual arrangement: (i) Engage engage in any business that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied by the Company or any of its Subsidiaries as of the Closing Date (the “Business”), or perform management, executive or supervisory functions with respect to, own, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, participate in, assist render services or have any interest inadvice to, or be connected as principalan officer, consultantemployee, advisorpartner, agentmember, financier stockholder, consultant or employeeotherwise with, any business entity or Person that is, competes in whole or that is about to become engaged in, providing goods or services in competition part with the Addus HealthCare Group within a geographic radius Business anywhere in the territory where the Company and its Subsidiaries conduct the Business as of fifty (50) miles from any Addus HealthCare Group branch officethe Closing Date; (ii) Solicit solicit, recruit or accept any business (or help any other person solicit or accept any business) from hire any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce who at any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in time on or after the date hereof while of this Agreement is a Company Group Employee (as hereinafter defined); provided, that the Executive is foregoing shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Company Group Employees or (B) the Seller or any of its Affiliates from soliciting, recruiting or hiring any Company Group Employee who has ceased to be employed or retained by the Company.Company or any of its Subsidiaries, the Buyer or any of their respective Affiliates for at least 12 months. For purposes of this Section 5.4, “Company Group Employees” means, collectively, officers, directors and employees of the Company and its Subsidiaries, the Buyer and their respective Affiliates and persons acting under any management, service, consulting, distribution, dealer or similar contract with respect to the Company and its Subsidiaries or the Buyer;

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any capacity whatsoeverother capacity, either on his own behalf or on behalf of himself or herself or any firm, corporation or other person business organization other than the Company and its subsidiaries in any one or entity whom he may managemore of the following activities: (a) the development, controlmarketing, participate insolicitation, consult with, render services for or be employed selling of any product or associated, compete service that is competitive with the Business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Optionee’s employment; (as defined belowb) in the use of any of the following described manners: (i) Engage inCompany’s confidential or proprietary information, assist copyrights, patents or have any interest in, trade secrets which was acquired by the Optionee as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any an employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereofits subsidiaries; or (ivc) Induce any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to induce engage any customerof them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, referral sourceunless terminated sooner by operation of any other term or condition of this Agreement or the Plan, supplierand (ii) all gain resulting from the exercise of all or any portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company’s interests, vendor, licensee and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or other business relation within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, Company and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyits subsidiaries.

Non-Competition; Non-Solicitation. During (i) While Executive is employed by the Employment Term Company Group and during the Restrictive Period (as defined below)Restricted Period, the Executive shall agrees to not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf partner, investor, consultant, agent, employee, co-venturer or on behalf of any other person or entity whom he may otherwise, carry on, own, manage, controloperate, participate in, consult with, render services for in or be employed or associated, compete with the Business (as defined below) engaged in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from capacity by any person or entity that on engaged in the Effective Date is a customer Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the Addus HealthCare outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was employed by the Company Group or for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Employment Term becomes a customer of the Addus HealthCare GroupRestricted Period, other than a customer that does Executive agrees not engage to, either alone or in the Business; (iii) Induce conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any employee Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Addus HealthCare Company Group and any employee thereof; orsuch Senior Restricted Employee or Restricted Employee, provided that, that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee. (ivii) Induce While Executive is employed by the Company Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any customer, referral source, then current client or prospective supplier, vendorlicensee, licensee licensor or other business relation of any member of the Addus HealthCare Company Group in a manner which (x) induces such person to cease doing business with with, or (y) reduces the Addus HealthCare amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any such customer, referral sourcethen current or prospective client, supplier, vendorlicensee, licensee licensor or other business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business relation of providing home care services any member of the type and nature that Company Group: (1) with whom Executive had personal contact or dealings in furtherance of the Addus HealthCare Business on behalf of any member of the Company Group then performed and/or during the one-year period immediately preceding Executive’s termination of employment; (2) about whom Executive had knowledge of any other business activity in which member of the Addus HealthCare Company Group’s plans with respect to such person; (3) with whom employees reporting to Executive have had personal contact or dealings on behalf of any member of the Company Group then performed during the one-year period immediately preceding Executive’s termination of employment; or (4) for whom Executive had direct or program or service then under active development proposed to be performed and/or any other business activity in which indirect responsibility during the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyone-year period immediately preceding Executive’s termination of employment.

Non-Competition; Non-Solicitation. During (a) Following termination of employment with the Employment Term and during the Restrictive Period (as defined below)Company, the Executive shall will not, without the prior express written consent of the Company, directly or indirectlyindirectly communicate or divulge to, in or use for his own benefit or for the benefit of any capacity whatsoeverother person, firm, association, or corporation, any of the trade secrets, proprietary data or other confidential information communicated to or otherwise learned or acquired by the Executive from the Company, the Bank, or any subsidiary of such entities, except that Executive may disclose such matters to the extent that disclosure is required by a court or other governmental agency of competent jurisdiction. (b) During the six(6) month period following any termination of employment with the Company, (i) Executive hereby agrees that he will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (A) to which the Company, the Bank, or any subsidiary of such entities sold any product or service within thirty-six months of the Executive’s termination of employment, (B) which Executive solicited, contacted or otherwise dealt with on behalf of the Company, the Bank, or any subsidiary of such entities within one year of the Executive’s termination of employment, or (C) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby the Executive will have a work location in the State of New Jersey within 15 miles of any office of the Company, the Bank, or any subsidiary of such entities existing as of the date of such termination of employment; provided, however, the Executive may request a waiver from the Company and the Bank with respect to the limitations of this Section 22 on a case by case basis at any time, and the Company and the Bank hereby agree that such written approval of such request shall not be unreasonably withheld. Notwithstanding the foregoing, the Company and the Bank reserve the right to elect not to approve such request for waiver of the limitations herein within its sole discretion if the proposed employing entity is an FDIC insured depository institution. (iii) Executive hereby agrees that he shall not, on his own behalf or on behalf of any other person or entity whom he may manageothers, controlemploy, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that issolicit, or that is about to become engaged ininduce, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce employ, solicit or induce, any employee of the Addus HealthCare Group Company, the Bank, or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and influence any employee thereof; orof the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities. (iv) Induce Executive will not make any public statements regarding the Company, the Bank, or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation subsidiary of such entities without the prior consent of the Addus HealthCare Group to cease doing business with Company or the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one handBank, and the Addus HealthCare GroupExecutive shall not make any statements that disparage the Company, on the Bank, or any subsidiary of such entities or the business practices of the Company, the Bank, or any subsidiary of such entities, except to the extent required by law or by a court or other governmental agency of competent jurisdiction. The Company and the Bank shall not knowingly or intentionally make any statements that disparage the Executive. (v) The parties acknowledges and agrees that irreparable injury will result to each in the event of a breach of any of the provisions of Sections 22(a) and 22(b) (the “Designated Provisions”) and that the parties will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy the parties may have, the parties shall each be entitled to the entry of a preliminary and a permanent injunction (including, without limitation, specific performance by a court of competent jurisdiction located in Essex County, New Jersey, or elsewhere), to restrain the violation or breach thereof by the other hand. For purposes hereofparties, and the parties shall each submit to the jurisdiction of such court in any such action. (c) Upon the termination of employment of the Executive as an officer and employee of the Company for any reason, the term “Business” means the business Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of providing home care services resignation as a member of the type Board of Directors of the Company, the Bank, and nature that all related entities of the Addus HealthCare Group then performed and/or any other business activity in which Company and the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Bank, effective as of the date hereof while of such termination of employment. (d) The provisions of Sections 22(a), (b) and (c) shall survive the Executive is employed by the Companyexpiration of this Agreement.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his her own behalf or on behalf of any other person or entity whom he she may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier financier, or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee licensee, or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee licensee, or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During Executive and the Employment Term Company agree to the non-competition and non-solicitation provisions of this Article VIII; (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and confidential information of the Company Entities disclosed or entrusted to Executive by the Company Entities or created or developed by Executive for the Company Entities, the business goodwill of the Company Entities developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company Entities; and (iv) as an additional incentive for the Company to enter into this Agreement. (a) Executive expressly covenants and agrees that during the Restrictive Prohibited Period (as defined below), the i) Executive shall not, without the prior written consent of the Companywill refrain from carrying on or engaging in, directly or indirectly, any Competing Business in any capacity whatsoeverthe Restricted Area and (ii) Executive will not, either on his own behalf and Executive will cause Executive’s Affiliates not to, directly or on behalf of any other person or entity whom he may indirectly, own, manage, controloperate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate inin or loan money to, consult withsell or lease equipment to or sell or lease real property to any business, render services for individual, partnership, firm, corporation or be employed or associatedother entity which engages in a Competing Business in the Restricted Area. (b) Executive further expressly covenants and agrees that during the Prohibited Period and subject to Section 2.4 related to Xxxxxxx Xxxxxx, compete with the Business (as defined below) in any of the following described manners: LLC, Executive will not, and Executive will cause Executive’s Affiliates not to (i) Engage inengage or employ, assist or have any interest in, as principal, consultant, advisor, agent, financier solicit or employeecontact with a view to the engagement or employment of, any business entity that is, person who is an officer or that is about to become engaged in, providing goods employee of any Company Entity or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit canvass, solicit, approach or accept any business (entice away or help any other person solicit cause to be canvassed, solicited, approached or accept any business) enticed away from any Company Entity any person who or entity that on the Effective Date which is a customer of the Addus HealthCare Group or any of such entities during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in period during which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not and Executive will cause Executive’s Affiliates not to appropriate any Business Opportunity of, or relating to, any Company Entity, or engage in any activity that is detrimental to such Company Entity or that limits such Company Entity’s ability to fully exploit such Business Opportunities or prevents the benefits of such Business Opportunities from accruing to such Company Entity. (d) Executive expressly recognizes that Executive is a high-level, executive employee who will be provided with access to trade secrets as part of Executive’s employment and that the restrictive covenants set forth in this Section 8.2 are reasonable and necessary in light of Executive’s executive position and access to the Company Entities’ trade secrets.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his his/her own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for for, or be employed by or associatedassociated with, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist assist, or have any interest in, as principal, consultant, advisor, agent, financier financier, or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Group, or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee licensee, or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee licensee, or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed performs and/or any other business activity in which the Addus HealthCare Group then performed performs or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During (a) Seller agrees that for a period of sixty (60) months commencing on the Employment Term and during the Restrictive Period (as defined below)Closing Date, the Executive Seller shall not, and will cause its subsidiaries not to, without the prior express written consent approval of the CompanyBuyer, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage inengage in the Profiler Business, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit solicit for any Person or accept any business that is competitive with the Profiler Business or Buyer’s business (or help but excluding the business of any other person solicit or accept any business) from any person or entity successor-in-interest of Buyer that is unrelated to Buyer’s business on the Effective Date is date of such succession) as conducted on the date hereof or at the time of the solicitation any Person who was during the 24-month period preceding the Closing a customer of the Addus HealthCare Group Profiler Business or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce solicit, request, advise or knowingly induce any Person who was during the 24-month period preceding the Closing a customer, vendor (other than legal counsel and accountants), supplier, independent contractor or other business contact of Seller related to the Profiler Business or any Purchased Asset, or who is a current or potential (as of the Closing Date) customer, vendor, supplier, independent contractor or other business contact of Seller related to the Profiler Business or any Purchased Asset to cancel, curtail or otherwise adversely change its relationship with Buyer as owner of the Profiler Business. (b) Seller agrees that for a period of eighteen (18) months commencing on the Closing Date, Seller shall not, and shall cause its subsidiaries not to, (i) hire or attempt to induce hire any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Hired Employee or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or solicit, induce, recruit or encourage (iv) Induce or attempt to induce solicit, induce, recruit or encourage) any customerHired Employee to leave or terminate their employment with Buyer. Notwithstanding the foregoing, referral sourceit shall not be a breach of this paragraph for Seller to (x) solicit Hired Employees through, supplieror hire Hired Employees who respond to, vendorgeneral advertisements in newspapers and/or other media of general circulation (including advertisements posted on the Internet), licensee job fairs or other business relation similar general solicitation, so long as they are not specifically directed towards such Hired Employees, (y) engage any recruiting firm or similar third-party organization to identify or solicit Persons for employment on Seller’s behalf, which may result in the solicitation of any Hired Employee who is identified by any such recruiting firm or organization, as long as such recruiting firm or organization is not instructed to target or contact any Hired Employee or employees of Buyer or the Addus HealthCare Group to cease doing business with the Addus HealthCare GroupProfiler Business generally, or in (z) solicit or hire any way interfere Hired Employee whose employment with the relationship between Buyer or any such customer, referral source, supplier, vendor, licensee of its subsidiaries has been terminated for at least 90 days (provided there was no breach of this paragraph or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which agreement with Purchaser with respect to such Hired Employee prior to the Addus HealthCare Group then performed commencement or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyexpiration of such 90-day period following termination).

Non-Competition; Non-Solicitation. (a) During the Employment Term and during (the Restrictive Period “Non-Compete Period”), Executive will not, directly or indirectly, engage, anywhere in the Restricted Area (as defined below), whether such engagement be as an individual, officer, director, proprietor, employee, partner, member, investor (other than solely as a holder of less than two percent (2%) of the outstanding capital stock of a corporation whose shares are publicly traded on a national securities exchange or through a national market system or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended), creditor, consultant, advisor, sales representative, agent or other participant, in a Restricted Business (as defined herein). (b) For a period of time equal to the Non-Compete Period plus the greater of (i) any period that Executive is entitled to receive Base Salary and Continued Benefits under the Employment Agreement, or (ii) one year commencing as of the Termination Date, unless the Employment Agreement is terminated by the Company without Cause or Executive resigns with Good Reason, in each case, for a period of time equal to the Term plus the period during which the Company continues to pay Executive her Base Salary and Continued Benefits pursuant to Section 7 of the Employment Agreement, whenever the same shall occur and for whatever reason, Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage incause, assist solicit, induce or have encourage (each, a “Solicitation”) any interest inperson who is or was, as principalprior to such Solicitation, consultant, advisor, agent, financier an employee of the Company or employee, any business entity that isof its subsidiaries to leave employment with the Company or any of its subsidiaries, or that is about to become engaged inhire, providing goods employ or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from otherwise engage any Addus HealthCare Group branch office; such individual; or (ii) Solicit cause, induce or accept encourage any business material actual or prospective client, customer, supplier or licensor of the Company or any of its subsidiaries (or help including any other person solicit or accept any business) from any person or entity that on the Effective Date is a former customer of the Addus HealthCare Group Company or during the Employment Term its subsidiaries and any person that becomes a customer of the Addus HealthCare Group, Company or any of its subsidiaries) or any other than person who has a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s material business relationship with the Addus HealthCare Group Company or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce of its subsidiaries, to terminate or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between modify any such customer, referral source, supplier, vendor, licensee actual or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyprospective relationship.

Non-Competition; Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the business of the Parent, Company and their respective subsidiaries (the “Company Group”) and accordingly agrees as follows: (a) During the Employment Term and during for a period of twelve (12) months following Executive’s termination of employment with the Restrictive Period Company Group for any reason, Executive will not directly or indirectly (i) engage in any publishing venture that directly competes with the DSI business of the Company Group or one or more of the properties or magazines of the Company Group, (ii) enter into the employ off, or render any services to, any person engaged in any publishing venture that directly competes with DSI business of the Company Group or one or more of the properties or magazines of the Company Group, (iii) acquire a financial or equity interest, or otherwise become actively involved with any person engaged in any publishing venture that directly competes with the DSI business of the Company Group directly, or indirectly, as defined belowan individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with business relationships between the Company Group and customers or suppliers of the Company Group or solicit, induce, or entice any customers or suppliers of the Company Group to do business with any entity that competes with the DSI business of the Company Group or one or more of the properties or magazines of the Company Group; or (v) solicit, induce or entice any employee of the Company Group to leave his or her employment or hire any such employee who has left the employment of the Company Group within twelve (12) months after the date of his her termination of the employment. For the avoidance of uncertainty, a “publishing venture that directly competes with the DSI business of the Company Group or one or more of the properties or magazines of the Company Group” shall not include any venture with a person or entity with respect to which the Executive performs services that does not directly compete with the DSI business or one or more of the properties or magazines of the Company Group (e.g., nothing herein would be deemed to prevent Executive from performing services related to television for Time Warner, notwithstanding the potentially competitive nature of certain magazines in the Time group of companies). (b) Notwithstanding anything to the contrary in this Agreement, the Executive shall notmay, without directly or indirectly own, solely as an investment, securities of any person engaged in the prior written consent business of the CompanyCompany Group which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, in any capacity whatsoever, either on his own behalf 5% or on behalf more of any class of securities of such person. (c) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other person restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or entity whom he may manageindicate to be enforceable. Alternatively, controlif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, participate inand such restriction cannot be amended so as to make it enforceable, consult with, render services for or be employed or associated, compete with such finding shall not affect the Business (as defined below) in enforceability of any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyrestrictions contained herein.

Non-Competition; Non-Solicitation. During Executive and the Employment Term Employer agree to the non-competition and non-solicitation provisions of this Article VIII in consideration for the Confidential Information provided by the Employer to Executive pursuant to Article VI of this Agreement, to further protect the trade secrets and Confidential Information disclosed or entrusted to Executive or created or developed by Executive for the Employer, to protect the business goodwill of the Employer developed through the efforts of Executive and the business opportunities disclosed or entrusted to Executive and the other legitimate business interests of the Employer, and as an express incentive for the Employer to enter into this Agreement. (a) Subject to the exceptions set forth in Section 8.2(b) below, Executive expressly covenants and agrees that during the Restrictive Period (as defined below)Prohibited Period, the Executive shall not, without the prior written consent of the Companywill refrain from carrying on or engaging in, directly or indirectly, any Business in competition with the Employer or its affiliates in the Restricted Area. Accordingly, Executive will not, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner, or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any capacity whatsoeverCompeting Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), either Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation that is a Competing Business, if such stock is listed on his own behalf a national securities exchange or on behalf regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Employer or any of its affiliates, or (ii) canvass, solicit, approach, or entice away, or cause to be canvassed, solicited, approached, or enticed away, from the Employer or any of its affiliates any person who or which is a customer of any of such entities during the period during which Executive is employed by the Employer. Notwithstanding the foregoing, the restrictions of clause (c) of this Section 8.2(c) shall not apply with respect to an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Employer or any of its affiliates. (d) Before accepting employment with any other person or entity whom he may manageduring the Prohibited Period, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any Executive will inform such person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage restrictions contained in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companythis Article VIII.

Non-Competition; Non-Solicitation. During (a) Each Holder hired in an executive capacity by the Employment Term Company and/or the Subsidiaries, which individuals shall sign this Agreement either currently or at the time any of the foregoing executives are hired, hereby covenants and during the Restrictive Period (as defined below), the Executive agrees that such Holder shall not, directly or indirectly: (i) during the Restricted Period, engage, whether as principal, agent, investor, distributor, representative, stockholder, equity holder, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, anywhere within a fifty (50) mile radius of each location at which the prior written consent Company, Xxxxxx Partners, L.P. (d/b/a Pacific Pulmonary Services), Sound Oxygen Service LLC, Xxxxxxx Medical Services, MedBridge Home Medical, Xxxxxxx Home Medical, TriCounty Medical Equipment and Supply, LLC, Royal Medical Supply, Inc., First Choice Home Medical Equipment, LLC, Ocean LLC, Ocean of PA, Verus Healthcare, Inc., or any other Affiliate of the CompanyCompany does business, which is competitive with the business of owning and/or operating a durable medical equipment business; (ii) during the Restricted Period, (A) solicit or endeavor to solicit any client, customer, director, officer, employee, agent or consultant of the Company or any of its Affiliates, either on such Holder’s own account or for any other Person, or (B) employ any person who was a manager, director, officer or employee of the Company or any of its Affiliates or any person who is or is likely to be in possession of confidential information or trade secrets of the Company or any of its Affiliates; or (C) induce or attempt to influence any Person that has a referring relationship with the Company or any of its Affiliates, or any health care payor or insurer that has a contractual arrangement with the Company or any of its Affiliates, to terminate or not renew such relationship; or (iii) take any action or make any statement the effect of which would be, directly or indirectly, in any capacity whatsoever, either on his own behalf to disparage the Company or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of its Affiliates or the following described manners:business reputation or good name of the Company or any of its Affiliates. (b) Each Holder hereby acknowledges and agrees that the provisions set forth in this Section 9.3 are fair, reasonable and necessary to protect the legitimate interests of the Company and its Holders, and that this Section 9.3 was negotiated and bargained for by the parties hereto. (c) Each such Holder acknowledges and agrees that (i) Engage ina breach of the provisions of this Section 9.3 would result in immediate, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about substantial and irreparable damage to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; Company and its Holders and (ii) Solicit such damage would be extremely difficult to measure in terms of monetary damages and no other remedy for such breach would be adequate. Therefore, upon such a breach, the Company shall be entitled to specific performance of these provisions and injunctive or accept other appropriate equitable relief and the breaching Person shall be responsible for the payment of court costs and other fees and expenses incurred by the Company (including reasonable attorneys’ fees) in connection with the enforcement of this Section 9.3. (d) Each such Holder hereby agrees that if the scope of any business restriction or covenant contained in this Section 9.3 should be or become too broad or extensive to permit enforcement thereof to its fullest extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law, and each Holder hereby consents and agrees that (i) it is the parties’ intention that the covenants and restrictions contained herein be enforced as written and (ii) in the event a court of competent jurisdiction determines that any restriction or help covenant contained herein is too broad or extensive to permit enforcement thereof to its fullest extent, the scope of any other person solicit such restriction or accept covenant may be modified accordingly in any business) from any person judicial proceeding brought to enforce such restriction or entity that on the Effective Date is a customer covenant, but should be modified to permit enforcement of the Addus HealthCare Group restrictions and covenants contained herein to the maximum extent the court, in its judgment, will permit. (e) Notwithstanding the foregoing, the obligations and restrictions set forth in this Section 9.3 shall not apply to XxXxxxx or during any of its transferees. (f) For the Employment Term becomes a customer purposes of clarity, notwithstanding the foregoing, the obligations and restrictions set forth in this Section 9.3 shall not apply to BlueMountain or any of its transferees. (g) Notwithstanding the foregoing, with respect to the obligations and restrictions of the Addus HealthCare GroupRollover Member and Xx. Xxxxxxx set forth in this Section 9.3, other than a customer (i) SnapWorx, LLC and its business shall not be subject to this Section 9.3, provided that does not engage the business of SnapWorx, LLC shall comply with the restrictions outlined in that certain Subscription Agreement, dated May 17, 2018, between SnapWorx LLC and the Company and there shall be no breach of the restrictions outlined in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one handSubscription Agreement, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means (ii) the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed an ozone cleaning product shall not be subject to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companythis Section 9.3.

Non-Competition; Non-Solicitation. During (a) As additional consideration for Employee's employment with the Employment Term Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restrictive Restricted Period (as defined in Section 12(d) below), without the Executive prior written consent of the CEO of the Company, Employee shall notnot be, nor shall he assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant or executive or management employee of, or directly or indirectly own more than 1% of any class or series of equity securities in, any entity or business which at such time has material operations that are engaged in any business activity competitive (directly or indirectly) with the Business of buying distressed consumer debt (the “Business”). Notwithstanding the foregoing, an entity will not be deemed to be competitive with the Business, and Employee will not be deemed to be engaged in the Business in violation of the terms of this Section 12(a), if (A) Employee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the "Non-Competing Businesses"), (B) such entity's relationship with Employee relates solely to the Non-Competing Businesses, and (C) if requested by the Company, such entity and Employee provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period, without the prior written consent of the Company, directly or indirectlyEmployee shall not, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any other than on behalf of the following described manners: Company), directly or indirectly, (i) Engage insolicit the clients, assist employees, customers or have suppliers of the Company or any interest in, as principal, consultant, advisor, agent, financier of its affiliates or employee, any business entity that is, subsidiaries to terminate their relationship or modify such relationship in a manner that is about adverse to become engaged in, providing goods the interests of the Company and its affiliates and subsidiaries or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit engage, hire or accept any business (solicit the employment of, whether on a full-time, part-time, consulting, advising, or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Groupbasis, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is who was employed by the Company or its affiliates or subsidiaries on the effective date of Employee's termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee agrees that the covenants of non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 12. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 12 shall be in effect for the duration of Employee's employment and shall survive the termination for any reason of Employee's Employment with the Company for a period of two years after the effective date of such termination (the "Restricted Period"). The Company may elect to extend the Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee's then Base Salary and one times the average of the last three years Bonus payment.

Non-Competition; Non-Solicitation. During Executive and the Employment Term Employer agree to the non-competition and non-solicitation provisions of this Article VIII in consideration for the Confidential Information provided by the Employer to Executive pursuant to Article VI of this Agreement, to further protect the trade secrets and Confidential Information disclosed or entrusted to Executive or created or developed by Executive for the Employer, to protect the business goodwill of the Employer developed through the efforts of Executive and the business opportunities disclosed or entrusted to Executive and the other legitimate business interests of the Employer, and as an express incentive for the Employer to enter into this Agreement. (a) Subject to the exceptions set forth in Section 8.2(b) below, Executive expressly covenants and agrees that during the Restrictive Period (as defined below)Prohibited Period, the Executive shall not, without the prior written consent of the Companywill refrain from carrying on or engaging in, directly or indirectly, any Business in competition with the Employer or its affiliates in the Restricted Area. Accordingly, Executive will not, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner, or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any capacity whatsoeverCompeting Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), either Executive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation that is a Competing Business, if such stock is listed on his own behalf a national securities exchange or on behalf regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Employer or any of its affiliates, or (ii) canvass, solicit, approach, or entice away, or cause to be canvassed, solicited, approached, or enticed away, from the Employer or any of its affiliates any person who or which is a customer of any of such entities during the period during which Executive is employed by the Employer. Notwithstanding the foregoing, the restrictions of clause (c) of this Section 8.2(c) shall not apply with respect to an officer, employee, or customer who responds to a general solicitation that is not specifically directed at such officer, employee, or customer of the Employer or any of its affiliates. (d) Before accepting employment with any other person or entity whom he may manageduring the Prohibited Period, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any Executive will inform such person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage restrictions contained in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companythis Article VIII.

Non-Competition; Non-Solicitation. During In view of the Employment Term unique and valuable services it is expected Executive will render to the Company, Executive’s knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that he will not, during the Restrictive Period period he is employed by the Company under this Agreement or otherwise, and for a period of one year after he ceases to be employed by the Company under this Agreement or otherwise, compete with or be engaged in, or Participate In (as defined below) any other business or organization (which shall not include a university, hospital, or other non-profit organization) which during such one year period is or as a result of the Executive’s engagement or participation would become competitive with the Company’s business of designing, developing, manufacturing, marketing and selling medical devices designed to address cardiac structural defects that are being designed, developed, manufactured, marketed or sold by the Company up to the time of such cessation; provided, however, that the provisions of this Section 8 shall not be deemed breached merely because the Executive owns less than 1% of the outstanding capital stock of a corporation, if, at the time of its acquisition by the Executive such stock is listed on a national securities exchange. The term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person (including the Executive’s immediate family), firm or corporation, own, manage, operate, control, loan money to, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in.” The Executive shall will not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf solicit or on behalf of any other person or entity whom he may manage, control, participate in, consult interfere with, render services for or be employed or associated, compete with endeavor to entice away from the Business (as defined below) in Company any of the following described manners: (i) Engage inits suppliers, assist customers or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group employees within a geographic radius period of fifty one year after the date of termination of the Executive’s employment (50) miles from any Addus HealthCare Group branch office; (ii) Solicit the “Termination Date”). The Executive will not directly or accept any business (or help any other person solicit or accept any business) from indirectly employ any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any who was an employee of the Addus HealthCare Group Company within a period of one year after such person leaves the employ of the Company. If any restriction contained in this Section 8 shall be deemed to terminate be invalid, illegal, or unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such employee’s relationship with determination shall have the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt right to induce any customerreduce such extent, referral sourceduration, supplier, vendor, licensee geographical scope or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one handprovisions hereof, and in its reduced form such restriction shall then be enforceable in the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companymanner contemplated hereby.

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf or on behalf of any other person or entity whom he may managepart-owner, controlshareholder, participate inmember, consult withpartner, render services for or be employed or associateddirector, compete with the Business (as defined below) in any of the following described manners: (i) Engage inofficer, assist or have any interest intrustee, as principal, consultant, advisor, agent, financier or employee, any business entity that is, agent or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Groupconsultant, or in any way interfere other capacity, on behalf of himself or herself or any firm, corporation or other business organization other than the Company and its subsidiaries in any one or more of the following activities: a. the development, marketing, solicitation, or selling of any product or service that is competitive with the relationship between any such customer, referral source, supplier, vendor, licensee products or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature Company, or products or services that the Addus HealthCare Group Company has under development or that are subject to active planning at any time during Optionee's employment; b. the use of any of the Company's confidential or proprietary information, copyrights, patents or trade secrets which was acquired by the Optionee as an employee of the Company and its subsidiaries; or c. any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to engage any of them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then performed and/or (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, unless terminated sooner by operation of any other business activity in which term or condition of this Agreement or the Addus HealthCare Group then performed Plan, and (ii) all gain resulting from the exercise of all or program or service then under active development proposed any portion of this Stock Option shall become immediately due and payable by Optionee to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company's interests, and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Company and its subsidiaries.

Non-Competition; Non-Solicitation. During Executive and the Employment Term Company agree to the non-competition and non-solicitation provisions of this Article VII to protect the trade secrets and other Confidential Information of the Company disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company, to protect the goodwill of the Company and as a condition of Executive’s employment with the Company. (a) Subject to the exceptions set forth in Section 7.2(b) below, Executive covenants and agrees from the Effective Date up to the Date of Termination, other than on behalf of the Company or any of its Affiliates, Executive will refrain from carrying on or engaging directly or indirectly in the Business, and that after the Date of Termination and prior to the expiration of the Prohibited Period, other than on behalf of the Company or any of its Affiliates, Executive will refrain from carrying on or engaging directly or indirectly in the Business in the Restricted Area. Executive further agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, Executive will not, and Executive will cause Executive’s Affiliates not to, in the applicable area during the Restrictive Period (as defined below)Prohibited Period, the Executive shall not, without the prior written consent other than on behalf of the CompanyCompany or its Affiliates, directly or indirectly, (A) own, manage, operate, join, become an employee of, control or participate in any capacity whatsoeverbusiness or Person which engages in the Business or (B) loan money to or sell or lease equipment related to the Business to any business or Person that engages in the Business. (b) Notwithstanding the restrictions contained in Section 7.2(a), either Executive may own an aggregate of not more than 3% of (i) the outstanding stock or other equity securities of any class of any corporation or other entity engaged in the Business, if such stock or equity securities are listed on his a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange or (ii) of the outstanding limited partnership interests or other passive equity interests in a private investment fund entity not Affiliated with Executive that invests or owns interest or may invest or own behalf interests in any corporation or other entity engaged in the Business, without violating the provisions of Section 7.2(a), in each case, provided that neither Executive nor any of Executive’s Affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation or entity and is not involved in the management of such corporation or entity. (c) Executive further expressly covenants and agrees that, other than on behalf of any other person the Company or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: its Affiliates: (i) Engage inprior to the Date of Termination, assist Executive will not, and Executive will cause Executive’s Affiliates not to, canvass, solicit, approach or have any interest inentice away, as principalor cause to be canvassed, consultantsolicited, advisor, agent, financier approached or employeeenticed away, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Company or its Affiliates that was a customer or supplier of the Company or the Business during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in period during which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyCompany or any of its Affiliates for the purpose of engaging in the Business; and (ii) after the Date of Termination and prior to the expiration of the Prohibited Period, Executive will not, and Executive will cause Executive’s Affiliates not to, within the Restricted Area, canvass, solicit, approach or entice away, or cause to be canvassed, solicited, approached or enticed away, any customer of the Company or its Affiliates that was a customer, consultant or supplier of the Company or the Business during the period during which Executive is employed by the Company or any of its Affiliates for the purpose of engaging in the Business. (d) Executive further covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s Affiliates not to, engage or employ, or solicit or contact with a view to the engagement or employment of, any Person who is an officer, director, manager or employee of the Company or its Affiliates. (e) Notwithstanding the foregoing, the above-referenced limitations in Section 7.2(a) and Section 7.2(c) shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, Executive agrees that, in addition to the limitations in Article V and Section 7.2(d), the restrictions on Executive’s activities within those portions of the Restricted Area located within the State of Oklahoma shall be as follows: during the Prohibited Period, Executive will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or its Affiliates, except when acting on behalf of the Company or its Affiliates.

Non-Competition; Non-Solicitation. During (a) As additional consideration for Employee's employment with the Employment Term Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restrictive Restricted Period (as defined in Section 12(d) below), without the Executive prior written consent of the Board of the Company, Employee shall notnot be, nor shall he assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant or executive or management employee of, or directly or indirectly own more than 1% of any class or series of equity securities in, any entity or business which at such time has material operations that are engaged in any business activity competitive (directly or indirectly) with the Business of buying distressed consumer debt (the “Business”). Notwithstanding the foregoing, an entity will not be deemed to be competitive with the Business, and Employee will not be deemed to be engaged in the Business in violation of the terms of this Section 12(a), if (A) Employee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the "Non-Competing Businesses"), (B) such entity's relationship with Employee relates solely to the Non-Competing Businesses, and (C) if requested by the Company, such entity and Employee provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period, without the prior written consent of the Company, directly or indirectlyEmployee shall not, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any other than on behalf of the following described manners: Company), directly or indirectly, (i) Engage insolicit the clients, assist employees, customers or have suppliers of the Company or any interest in, as principal, consultant, advisor, agent, financier of its affiliates or employee, any business entity that is, subsidiaries to terminate their relationship or modify such relationship in a manner that is about adverse to become engaged in, providing goods the interests of the Company and its affiliates and subsidiaries or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit engage, hire or accept any business (solicit the employment of, whether on a full-time, part-time, consulting, advising, or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Groupbasis, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is who was employed by the Company or its affiliates or subsidiaries on the effective date of Employee's termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee agrees that the covenants of non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 12. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 12 shall be in effect for the duration of Employee's employment and shall survive the termination for any reason of Employee's Employment with the Company for a period of two years after the effective date of such termination (the "Restricted Period"). The Company may elect to extend the Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee's then Base Salary and one times the average of the last three years Bonus payment.

Non-Competition; Non-Solicitation. During (i) While Participant is employed by the Employment Term Company Group and during the Restrictive Period (as defined below)Restricted Period, the Executive shall Participant agrees to not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf partner, investor, consultant, agent, employee, co-venturer or on behalf of any other person or entity whom he may otherwise, carry on, own, manage, controloperate, participate in, consult withprovide services to, render services for or be employed or associated, compete with the Business (as defined below) engaged in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from capacity by any person or entity that on engaged in the Effective Date is a customer Business within the Restricted Area (“Competing Business”), provided that, Participant may (x) collectively own less than 1% of the Addus HealthCare outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Participant’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Participant works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Participant is not employed or engaged in any capacity similar or related to the capacity in which Participant was employed by the Company Group or for the two-year period immediately preceding the date of Participant’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Participant is employed by the Company Group and during the Employment Term becomes a customer of the Addus HealthCare GroupRestricted Period, other than a customer that does Participant agrees not engage to, either alone or in the Business; (iii) Induce conjunction with Participant’s affiliates, directly or indirectly solicit, induce or attempt to induce any employee Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Company Group, hire any Senior Restricted Employee or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare GroupRestricted Employee, or in any way interfere with the employee relationship between the Company Group and any such customerSenior Restricted Employee or Restricted Employee, referral sourceprovided that the foregoing restriction not to solicit (but not, supplier, vendor, licensee or business relation, on for the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereofavoidance of doubt, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any other business activity in which the Addus HealthCare Group then performed Senior Restricted Employee or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive Restricted Employee. (ii) While Participant is employed by the CompanyCompany Group and during the Restricted Period, Participant shall not, either alone or in conjunction with Participant’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interferes with the relationship 130497510_4 between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group: (1) with whom Participant had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; (2) about whom Participant had knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person; (3) with whom employees reporting to Participant have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; or (4) for whom Participant had direct or indirect responsibility during the one-year period immediately preceding Participant’s termination of employment.

Non-Competition; Non-Solicitation. During In view of the Employment Term unique and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of valuable services that it is expected Employee will render to the Company, the knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and/or its customers and suppliers that it is expected Employee will obtain, and the fact that such information would likely be used or revealed, either directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete subsequent employment with the Business (as defined below) in any a competitor of the following described mannersCompany or its affiliates, and the fact that such use by others could cause substantial harm to the Company or its affiliates, and in consideration of the compensation to be received hereunder, Employee hereby agrees as follows: (ia) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive period Employee is employed by the Company (whether such employment is under this Agreement or otherwise), Employee will not, directly or by assisting another individual or entity (i) compete with the Company or its subsidiaries with respect to any product or service sold, offered for sale, planned for future sale or otherwise provided by the Company or its subsidiaries, (ii) Participate In (hereinafter defined in this Section 6) any other business or organization (other than (A) not-for profit professional, civic, or similar organizations that do not compete with the Company or its subsidiaries, or (B) as agreed to in writing by the Company), whether or not such business or organization now is or shall then be competing with or of a nature similar to the business of the Company or its subsidiaries; (iii) reveal the name of any of the suppliers, customers, consultants or employees of the Company or its subsidiaries, except as reasonably required to promote and advance the business interests of the Company or its subsidiaries, as applicable, or (iv) recruit, solicit or interfere with, encourage to leave the Company or its subsidiaries, or endeavor to entice away from the Company or its subsidiaries, any of the current or prospective suppliers, customers, consultants, independent contractors or employees of the Company or its subsidiaries or attempt to cause any of the current or prospective suppliers, customers, consultants, independent contractors or employees of the Company or its subsidiaries to terminate his/her/its employment or other relationship with the Company or its subsidiaries; and (b) for a period of up to six (6) months following the date of the termination of Employee’s employment with, or engagement by, the Company for any reason (whether pursuant to this Agreement or otherwise), for so long as the Company continues to pay Employee an amount equal to the prorated salary paid to Employee immediately prior to the termination of Employee’s employment, unless Employee breaches his/her obligations under this Agreement, in which event the Company shall have no obligation to make any further payments to employee, Employee shall EAST\44119640.4 not, directly or by assisting another individual or entity: (i) complete with, or Participate In any other business or organization which during such restricted period competes with, the Company with respect to any product or service (x) sold by the Company and (y) for which Employee had material responsibilities or involvement, or about which Employee received or had access to non-public information, in the course of Employee’s employment with the Company; (ii) reveal the name of, recruit, solicit or interfere with, encourage to leave the Company or its subsidiaries, or endeavor to entice away from the Company or its subsidiaries any of the current or prospective suppliers, customers, consultants, independent contractors or employees of the Company or its subsidiaries or attempt to cause any of the current or prospective suppliers, customers, consultants, independent contractors or employees of the Company or its subsidiaries to terminate or reduce the scope of, as applicable, his/her/its employment or other relationship with the Company or its subsidiaries; or (iii) hire, employ, engage, recommend or seek to hire, employ, engage, or recommend any person who, at any time within the prior ninety (90) days, was an employee, consultant or independent contractor of the Company or its subsidiaries; and (c) during the period Employee is employed by the Company (under this Agreement or otherwise), and continuing from and after the termination of Employee’s employment with the Company, Employee will not: (i) use or allow to be used any trade or business name, or other words, symbol, logo, or means of identification which is similar to one used by the Company or any of its affiliates, or (ii) make any oral or written statements that disparage or place the Company or any of its affiliates, in a false or negative light.

Non-Competition; Non-Solicitation. (i) During Executive’s employment with the Employment Term Company and during for the Restrictive Period period of twelve (as defined below12) months immediately after the termination of Executive’s employment with the Company (including any parent, subsidiary, affiliate or division of the Company) for any reason whatsoever, and whether voluntary or involuntary, Executive shall not invest in (other than in a publicly traded company with a maximum investment of no more than 1% of outstanding shares), counsel, advise, consult, be employed or otherwise engaged by or with any entity or enterprise (“Competitor”) that competes with (A) the Company’s business of providing Medicaid managed care services, Medicaid-related services, behavioral health, nurse triage or pharmacy compliance specialty services or (B) any other business in which, after the date of this Agreement, the Company (or any parent, subsidiary, affiliate or division of the Company) becomes engaged (or has taken substantial steps in which to become engaged) on or prior to the date of termination of Executive’s employment. For purposes of paragraph 8, Executive agrees that this agreement not to compete applies to any Competitor that does business within the state of Missouri or and any other state in which Centene does business, and that such geographical limitation is reasonable. (ii) During Executive’s employment with the Company (or any parent, subsidiary, affiliate or division of the Company) and for the period of twelve (12) months immediately after the termination of Executive’s employment with the Company (or any parent, subsidiary, affiliate or division of the Company) for any reason whatsoever, and whether voluntary or involuntary (“Restricted Period”), Executive will not, either directly or indirectly, either for himself or for any other person, firm, company or corporation, call upon, solicit, divert, or take away, or attempt to solicit, divert or take away any of the customers, prospective customers, business, vendors or suppliers of the Company (or any parent, subsidiary, affiliate or division of the Company) that Executive had dealings with, or responsibility for, or about which Executive had access to the Company’s Confidential Information or such customers’, vendors’ or suppliers’ confidential information. (iii) Executive shall not, at any time during the Restricted Period, without the prior written consent of the Company, (1) directly or indirectly, in any capacity whatsoeversolicit, either on his own behalf recruit, hire, or on behalf of any other person or entity whom he may manageemploy (whether as an employee, controlofficer, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisordirector, agent, financier consultant or independent contractor) any person who was or is at any time during the previous six (6) months an employee, any business entity that isrepresentative, officer or that is about to become engaged in, providing goods or services in competition with director of the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business Company (or help any other person solicit parent, subsidiary, affiliate or accept any business) from any person or entity that on the Effective Date is a customer division of the Addus HealthCare Group Company); or during the Employment Term becomes a customer (2) take any action to encourage or induce any employee, representative, officer or director of the Addus HealthCare GroupCompany (or any parent, other than a customer that does not engage in the Business; (iii) Induce subsidiary, affiliate or attempt to induce any employee division of the Addus HealthCare Group Company) to terminate such employee’s cease their relationship with the Addus HealthCare Group Company (or in any way interfere with parent, subsidiary, affiliate or division of the relationship between the Addus HealthCare Group and Company) for any employee thereof; orreason. (iv) Induce This Section 8(c) shall not apply if a "Change in Control" (as defined in Section 1(c)) occurs under Section 1(c)B thereof, or attempt to induce any customerif such Change in Control occurs under Section 1(c)A or 1(c)C thereof without the prior approval, referral source, supplier, vendor, licensee recommendation or other business relation consent of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business Board of providing home care services Directors of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyCorporation.

Non-Competition; Non-Solicitation. During In connection with the Employment Term ------------------------------------ diligent, faithful and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent loyal discharge of the Companyduties of Employee's employment under this Agreement, Employee agrees that so long as he is employed by the Company (whether or not pursuant to the provisions of this Agreement) he will not, directly or indirectly, in any capacity whatsoeverbe employed by, either on his own behalf or on behalf otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any other person type, director or otherwise) any person, firm, corporation or entity whom which is directly or indirectly engaged in a competitive business with that carried on by the Company or any of its subsidiaries. Employee agrees that so long as he may is employed by the Company, he will not own, engage in, conduct, manage, controloperate, participate in, consult be employed by or be connected in any manner whatsoever with any competitive business with that carried on by Company or any of its subsidiaries or become associated with, render services in any capacity, or solicit or sell to, customers of the Company or any its subsidiaries or employ or attempt to employ any current or future employee of the Company or any of its subsidiaries or induce any employee of the Company or of any of its subsidiaries to leave its employ. In addition, as an inducement for and as additional consideration for the Company entering into this Agreement, Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not with any other person, corporation or be employed entity, directly or associatedindirectly, compete by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (1) solicit, divert or take away or attempt to solicit, divert or take away any of the business, customers or patronage of the Company, its parent, its subsidiaries or of any of its subsidiaries; (2) attempt to seek or cause any customers of the Company, its parent, its subsidiaries or affiliates thereof, to refrain from continuing their patronage; (3) engage in any business that is competitive with that carried on by the Business Company, its parent company, any of the parent company's subsidiaries or Company's affiliates, including, but not limited to the business of providing lifecycle services, infrastructure solutions, enterprise consulting, staffing and recruiting services, performing outsourcing or co-sourcing services, being a value added reseller or integrator, after the date of this Agreement, within a 100 mile radius of any city within any Region in which the Company, its parent, its subsidiaries or Company affiliates have a physical office location or otherwise actively conducts business during the term of this Agreement and, without regard to any geographical limitation, any Customer account that Employee, either directly or indirectly, managed, serviced, called on, solicited or interfaced with incident to Employee's employment with Company during the one (1) year prior to Employee's termination. (4) knowingly employ or attempt to employ in any capacity any employee or agent of Company, or any of its subsidiaries. (5) perform services, either as defined below) an employee or as a consultant, for any competitive business. For purposes of this Section 8, a competitive business shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any of the following described mannersbusiness activities: (i) Engage indistributing of computer hardware, assist or have any interest insoftware, as principalperipheral devices, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeand related products and services; (ii) Solicit sale or accept any business (servicing, whether at the wholesale or help any other person solicit retail level, or accept any business) from any person leasing or entity that on the Effective Date is a customer renting, of the Addus HealthCare Group computer hardware, software, peripheral devices or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Businessrelated products; (iii) Induce or attempt any other business activity which can reasonably be determined to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship be competitive with the Addus HealthCare Group principal business activity being engaged in by the Company, its parent, or in any way interfere with the relationship between the Addus HealthCare Group of its subsidiaries or affiliates, including, but not limited to lifecycle services, enterprise consulting, infrastructure solutions, staffing and any employee thereofrecruiting, outsourcing and co-sourcing services; orand (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity which Company, its parent, or any of its subsidiaries or affiliates subsequently become involved in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while of this Agreement. This one (1) year non-competition provision commencing on the Executive date of Employee's termination of employment shall not be applicable if the Employee is employed terminated by the Company without cause pursuant to Section 10(a)(v) or if Company does not renew this Agreement after the expiration of the initial term of this Agreement or any renewal term. Provided, however, such one (1) year non-competition provision shall be applicable in any of such instances in the event Company elects in writing to compensate Employee pursuant to Section 11 of this Agreement. Employee has carefully read and has given careful consideration to all the terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the Company's business. The Employee acknowledges that the Company has entered into this Agreement because of Employee's promise that he will abide by and be bound by each of the terms contained in this Section 8. The Employee agrees that Company shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is reasonable in all respects including their subject matter, duration, scope and the geographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of this Section 8.

Non-Competition; Non-Solicitation. During (a) From the Employment Term and during Closing Date until the Restrictive Period fifth anniversary thereof (as defined belowthe "Restricted Period"), the Executive Xxxxxx, a Seller, agrees that she shall not, without the prior written consent of the Companyand shall cause her respective Affiliates not to, directly or indirectly, in indirectly through any capacity whatsoever, either on his own behalf Person or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described mannerscontractual arrangement: (i) Engage inin services on her own behalf or in conjunction with a Competitor that are substantially similar to those services Xxxxxx provided to either Company before the Closing, assist or have in any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or capacity that is about to become engaged in, providing goods or services in competition competitive with the Addus HealthCare Group Company, within a geographic radius North America, South America, Europe and Asia/Pacific (the "Restricted Area"). The Companies generally are engaged in aviation aftermarket support services, aviation repair, aviation overhaul activities, aviation maintenance activities, the provision of fifty aviation parts and components (50including pneumatics, fuel systems, electro-mechanical and electrical accessories, interior components, oxygen, main engine controls, hydromechanical units and fuel metering units) miles from any Addus HealthCare Group branch office;and the supply and maintenance repair and overhaul of cargo containers. (ii) Solicit or accept Engage in any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage Competitive Activity in the Business;Restricted Area. (iii) Induce Divert away from any business of the type engaged in by either Company while Xxxxxx was employed by the Company from the Company or any Affiliate thereof to another Person. Additionally, Xxxxxx shall not, during the Restricted Period solicit, divert away or attempt to induce any employee divert away business of the Addus HealthCare Group to terminate such employee’s relationship with type engaged in by either Company while she was employed by the Addus HealthCare Group Company from any Company Customer, either directly or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; orindirectly. (iv) Induce (A) Solicit, entice, persuade or attempt to induce any customeremployee, referral sourceagent or representative of either Company or any subsidiary thereof, supplierwho was an employee, vendor, licensee agent or other business relation representative of the Addus HealthCare Group Company or any subsidiary thereof, to cease doing business terminate such Person's relationship with the Addus HealthCare GroupCompany or any subsidiary thereof or to become employed by any Person other than the Company or the subsidiary thereof; (B) approach any such Person for any of the foregoing purposes; or (C) authorize, solicit or assist in the taking of such actions by any third Person. (v) Disparage the Companies, Buyer or any of their Affiliates in any way interfere that would reasonably be expected to adversely affect the goodwill, reputation or business relationships of the Companies, Buyer or any of their Affiliates with the relationship between public generally, or with any such customerof their customers, referral sourcesuppliers or employees. For the avoidance of doubt, supplierFirstKem, vendorLLC, licensee a Florida limited liability company, engaging in the sale of any chemical or consumable products to FirstKem, LLC's customers who may also be customers of either Company shall not be deemed a breach of this Section 6.13. (b) For all purposes hereof: (i) The term "Competitor" means a business relationengaged in aviation aftermarket support services, on aviation repair, aviation overhaul activities, aviation maintenance activities, the one handprovision of aviation parts and components, including pneumatics, fuel systems, electro-mechanical and electrical accessories, interior components, oxygen, main engine controls, hydromechanical units, fuel metering units and the Addus HealthCare Group, on supply and maintenance repair and overhaul of cargo containers that is directly or indirectly competitive with the other hand. For purposes hereof, Company or any subsidiary thereof during the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyRestricted Period.

Non-Competition; Non-Solicitation. Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Confidential Information, customers, accounts and business partners, and further acknowledges that during the course of Executive’s employment with the Company Executive has had and will have access to the Company’s Confidential Information and will be introduced to existing and prospective customers, suppliers, accounts and business partners of the Company. Executive acknowledges and agrees that any and all goodwill associated with any existing or prospective customer, supplier, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between Executive and any existing or prospective customers, supplier’s accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of the foregoing, Executive agrees that: (a) During the Employment Term of this Agreement, and during the Restrictive Period for a period of one (as defined below)1) year thereafter, the Executive shall may not, without the prior written consent of the Company, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder, or in any other capacity whatsoever) perform any work anywhere in the world related in any way to the wave energy industry on behalf of any entity or person other than the Company (including Executive). This includes a prohibition against performing work related to products, services and technology sold by, or contemplated to be sold by, the Company. (b) During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent from the Company. (c) During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not, directly or indirectly, in any capacity whatsoeverentice, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce encourage any customer, referral sourceprospective customer, suppliersupplier or acquirer, vendoracquiree, licensee investor or other business relation relationship of the Addus HealthCare Group Company to cease doing business with the Addus HealthCare GroupCompany, or in any way interfere reduce its relationship with the Company or refrain from establishing or expanding a relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by with the Company.

Non-Competition; Non-Solicitation. During The Executive acknowledges that, during and solely as a result of his employment by the Employment Term Company, he has received and during will continue to have access to confidential information and business and professional contacts related to the Restrictive Period (business of the Company. In consideration of the special and unique opportunities afforded to the Executive by the Company as defined below)a result of the Executive’s employment, as outlined in the previous sentence, the Executive shall hereby agrees as follows: (a) In the event the Executive is terminated for Cause or voluntarily resigns his position with the Company, then for a period ending six (6) months following such termination of his employment under this Agreement, the Executive will not, without the prior written consent of Company, (i) directly or indirectly engage in any business the primary focus of which is the provision of fiber optic network services (a “Competing Business”), or otherwise receive compensation for any services rendered regarding any aspect of a Competing Business anywhere within the geographic area of any such business operated by the Company, or (ii) engage or participate, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any such business which is substantially similar to that of the following described manners: (i) Engage inCompany, assist or have any interest inincluding, without limitation, serving as principal, a consultant, advisoradministrator, agentofficer, financier or director, employee, any business entity that ismanager, or that is about to become engaged inlandlord, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Grouplender, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Groupguarantor, or in any way interfere similar or related capacity or otherwise receive compensation for services rendered regarding any aspect of such a business anywhere within the geographic area of such business operated by the Company. The mere ownership of less than 1% of securities in any competitive enterprise and exercise of rights appurtenant thereto, and participation in management of any such enterprise or business operation other than in connection with the relationship between competitive operation of such enterprise, are not prohibited. (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of one (1) year following the termination of his employment with the Company, regardless of the reason for such termination, the Executive agrees he will not (directly or indirectly, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or otherwise) solicit any such customer, referral source, supplier, vendor, licensee or business relation, on employees of Company to terminate their employment. (c) It is agreed by the one hand, Company and the Addus HealthCare GroupExecutive that if any portion of the covenants set forth in this Section are held to be invalid, on unreasonable, arbitrary or against public policy, then such portion of such covenants xxxx be considered divisible both as to time and geographical area. The Company and the other handExecutive agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Executive. For purposes hereof, The Company and the term “Business” means Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed conducted by the Company.

Non-Competition; Non-Solicitation. During (i) While Executive is employed by the Employment Term Company Group and during the Restrictive Period (as defined below)Restricted Period, the Executive shall agrees to not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf partner, investor, consultant, agent, employee, co-venturer or on behalf of any other person or entity whom he may otherwise, carry on, own, manage, controloperate, participate in, consult with, render services for in or be employed or associated, compete with the Business (as defined below) engaged in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from capacity by any person or entity that on engaged in the Effective Date is a customer Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the Addus HealthCare outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was employed by the Company Group or for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Employment Term becomes a customer of the Addus HealthCare GroupRestricted Period, other than a customer that does Executive agrees not engage to, either alone or in the Business; (iii) Induce conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any employee Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Addus HealthCare Company Group and any employee thereof; orsuch Senior Restricted Employee or Restricted Employee, provided that, that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee. (ivii) Induce While Executive is employed by the Company Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any customer, referral source, then current client or prospective supplier, vendorlicensee, licensee licensor or other business relation of any member of the Addus HealthCare Company Group in a manner which (x) induces such person to cease doing business with with, or (y) reduces the Addus HealthCare amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any such customer, referral sourcethen current or prospective client, supplier, vendorlicensee, licensee licensor or other business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business relation of providing home care services any member of the type and nature that Company Group: (1) with whom Executive had personal contact or dealings in furtherance of the Addus HealthCare Business on behalf of any member of the Company Group then performed and/or any other business activity in which during the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.one-year period immediately preceding Executive’s termination of employment;

Non-Competition; Non-Solicitation. During (a) As additional consideration for Employee's employment with the Employment Term Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restrictive Restricted Period (as defined in Section 12(d) below), without the Executive prior written consent of the Board of Directors, Employee shall notnot be, nor shall he assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant or executive or management employee of, or directly or indirectly own more than 1% of any class or series of equity securities in, any entity or business which at such time has material operations that are engaged in any business activity competitive (directly or indirectly) with the Business of buying distressed consumer debt (the “Business”). Notwithstanding the foregoing, an entity will not be deemed to be competitive with the Business, and Employee will not be deemed to be engaged in the Business in violation of the terms of this Section 12(a), if (A) Employee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the "Non-Competing Businesses"), (B) such entity's relationship with Employee relates solely to the Non-Competing Businesses, and (C) if requested by the Company, such entity and Employee provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period, without the prior written consent of the Company, directly or indirectlyEmployee shall not, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any other than on behalf of the following described manners: Company), directly or indirectly, (i) Engage insolicit the clients, assist employees, customers or have suppliers of the Company or any interest in, as principal, consultant, advisor, agent, financier of its affiliates or employee, any business entity that is, subsidiaries to terminate their relationship or modify such relationship in a manner that is about adverse to become engaged in, providing goods the interests of the Company and its affiliates and subsidiaries or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit engage, hire or accept any business (solicit the employment of, whether on a full-time, part-time, consulting, advising, or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Groupbasis, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is who was employed by the Company or its affiliates or subsidiaries on the effective date of Employee's termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee agrees that the covenants of non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 12. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 12 shall be in effect for the duration of Employee's employment and shall survive the termination for any reason of Employee's Employment with the Company for a period of two years after the effective date of such termination (the "Restricted Period"). The Company may elect to extend the Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee's then Base Salary and one times the average of the last three years Bonus payment.

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any capacity whatsoeverother capacity, either on his own behalf or on behalf of himself or herself or any firm, corporation or other person business organization other than the Company and its subsidiaries in any one or entity whom he may managemore of the following activities: (a) the development, controlmarketing, participate insolicitation, consult with, render services for or be employed selling of any product or associated, compete service that is competitive with the Business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Optionee's employment; (as defined belowb) in the use of any of the following described manners: (i) Engage inCompany's confidential or proprietary information, assist copyrights, patents or have any interest in, trade secrets which was acquired by the Optionee as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any an employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereofits subsidiaries; or (ivc) Induce any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to induce engage any customerof them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, referral sourceunless terminated sooner by operation of any other term or condition of this Agreement or the Plan, supplierand (ii) all gain resulting from the exercise of all or any portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company's interests, vendor, licensee and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or other business relation within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, Company and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyits subsidiaries.

Non-Competition; Non-Solicitation. During (a) Following termination of employment with the Employment Term and during the Restrictive Period (as defined below)Bank, the Executive shall will not, without the prior express written consent of Bank, directly or indirectly communicate or divulge to, or use for his own benefit or for the benefit of any other person, firm, association, or corporation, any of the trade secrets, proprietary data or other confidential information communicated to or otherwise learned or acquired by the Executive from the Company, the Bank, or any subsidiary of such entities, except that Executive may disclose such matters to the extent that disclosure is required by a court or other governmental agency of competent jurisdiction. (b) During the six(6) month period following any termination of employment with the Bank, (i) Executive hereby agrees that he will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (A) to which the Company, the Bank, or any subsidiary of such entities sold any product or service within thirty-six months of the Executive’s termination of employment, (B) which Executive solicited, contacted or otherwise dealt with on behalf of the Company, the Bank, or any subsidiary of such entities within one year of the Executive’s termination of employment, or (C) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly, in indirectly make any capacity whatsoeversuch contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby the Executive will have a work location in the State of New Jersey within 15 miles of any office of the Company, the Bank, or any subsidiary of such entities existing as of the date of such termination of employment; provided, however, the Executive may request a waiver from the Company and the Bank with respect to the limitations of this Section 22 on a case by case basis at any time, and the Company and the Bank hereby agree that such written approval of such request shall not be unreasonably withheld. Notwithstanding the foregoing, the Company and the Bank reserve the right to elect not to approve such request for waiver of the limitations herein within its sole discretion if the proposed employing entity is an FDIC insured depository institution. (iii) Executive hereby agrees that he shall not, on his own behalf or on behalf of any other person or entity whom he may manageothers, controlemploy, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that issolicit, or that is about to become engaged ininduce, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce employ, solicit or induce, any employee of the Addus HealthCare Group Company, the Bank, or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and influence any employee thereof; orof the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities. (iv) Induce Executive will not make any public statements regarding the Company, the Bank, or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation subsidiary of such entities without the prior consent of the Addus HealthCare Group to cease doing business with Company or the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one handBank, and the Addus HealthCare GroupExecutive shall not make any statements that disparage the Company, on the Bank, or any subsidiary of such entities or the business practices of the Company, the Bank, or any subsidiary of such entities, except to the extent required by law or by a court or other governmental agency of competent jurisdiction. The Company and the Bank shall not knowingly or intentionally make any statements that disparage the Executive. (v) The parties acknowledges and agrees that irreparable injury will result to each in the event of a breach of any of the provisions of Sections 22(a) and 22(b) (the “Designated Provisions”) and that the parties will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy the parties may have, the parties shall each be entitled to the entry of a preliminary and a permanent injunction (including, without limitation, specific performance by a court of competent jurisdiction located in Essex County, New Jersey, or elsewhere), to restrain the violation or breach thereof by the other hand. For purposes hereofparties, and the parties shall each submit to the jurisdiction of such court in any such action. (c) Upon the termination of employment of the Executive as an officer and employee of the Bank for any reason, the term “Business” means the business Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of providing home care services resignation as a member of the type Board of Directors of the Company, the Bank, and nature that all related entities of the Addus HealthCare Group then performed and/or any other business activity in which Company and the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Bank, effective as of the date hereof while of such termination of employment. (d) The provisions of Sections 22(a), (b) and (c) shall survive the Executive is employed by the Companyexpiration of this Agreement.

Non-Competition; Non-Solicitation. During The Company, Parent, Best Buy and Executive acknowledge and recognize the Employment Term highly competitive nature of the business of Best Buy and during its affiliated entities and that Executive's position with Best Buy and access to and use of confidential records and proprietary information of Best Buy and its affiliated entities renders Executive special and unique. Accordingly, in partial consideration of the Restrictive Period payment provided in Section 2 hereof, Executive agrees that for a period of four (4) years from and after the Effective Time of the Merger contemplated by the Merger Agreement (the "Restricted Period") he will not, directly or indirectly, as defined below)a principal, the Executive shall notofficer, director, shareholder, partner, member, employee, agent or executive or in any other capacity whatsoever, without the prior written consent of the CompanyBest Buy, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in do any of the following described mannersfollowing: (1) engage in or acquire any ownership of any kind in, or become associated with or provide services to (i) Engage inWal-Mart Stores, assist Target Corporation, Correfour or have Kmart or (ii) any interest inother person, as principalcorporation, consultantpartnership, advisorlimited liability company, business trust, association or other business entity (each an "Entity") engaged in the retail sale of consumer electronics, computers, music, video or appliances (collectively, the "Product Categories") where the revenues from all combined Product Categories during the past fiscal year of such Entity exceeded ten percent (10%) of total revenues with respect to all Product Categories. (2) intentionally and knowingly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any then employee, agent, financier consultant or employee, any business entity that isrepresentative of, or that is about to become engaged invendor or supplier to, providing goods Best Buy or services in competition with the Addus HealthCare Group within a geographic radius any of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group its affiliated entities to terminate such employee’s his, her or its relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereoftherewith; or (iv3) Induce solicit or attempt to induce solicit or encourage any customerperson who is then, referral sourceor was within the then most recent 12-month period to the knowledge of Executive, supplieran employee, vendoragent, licensee consultant or representative of Best Buy or any of its affiliated entities to become an employee, agent, representative or consultant of or to Executive or any other business relation individual or entity. Nothing in this Section 3(b) shall prevent Executive from making or holding an investment in securities traded on any national securities exchange or traded in the over-the-counter market, provided said investments do not exceed one percent (1%) of the Addus HealthCare Group issued and outstanding securities of any one such issuer or, if the total investment in the issuer is $500,000 or less, up to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any five percent (5%) of such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, issued and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyoutstanding securities.

Non-Competition; Non-Solicitation. During the Employment Term and for a period of time following the termination of the Employment Term equal to the greater of (i) one (1) year and (ii) the period of time during which the Executive receives Severance Pay (the “Restrictive Period (as defined belowPeriod”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined belowhereinafter defined) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that which is, or that which is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty thirty (5030) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that which on the Effective Date is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or, (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter. If, at the time of enforcement of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court.

Non-Competition; Non-Solicitation. During (a) As additional consideration for Employee's employment with the Employment Term Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restrictive Restricted Period (as defined in Section 12(d) below), without the Executive prior written consent of the CEO of the Company, Employee shall notnot be, nor shall he assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant or executive or management employee of, or directly or indirectly own more than 1% of any class or series of equity securities in, any entity or business which at such time has material operations that are engaged in any business activity competitive (directly or indirectly) with the Business of buying distressed consumer debt (the “Business”). Notwithstanding the foregoing, an entity will not be deemed to be competitive with the Business , and Employee will not be deemed to be engaged in the Business in violation of the terms of this Section 12(a), if (A) Employee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the "Non-Competing Businesses"), (B) such entity's relationship with Employee relates solely to the Non-Competing Businesses, and (C) if requested by the Company, such entity and Employee provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period, without the prior written consent of the Company, directly or indirectlyEmployee shall not, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any other than on behalf of the following described manners: Company), directly or indirectly, (i) Engage insolicit the clients, assist employees, customers or have suppliers of the Company or any interest in, as principal, consultant, advisor, agent, financier of its affiliates or employee, any business entity that is, subsidiaries to terminate their relationship or modify such relationship in a manner that is about adverse to become engaged in, providing goods the interests of the Company and its affiliates and subsidiaries or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit engage, hire or accept any business (solicit the employment of, whether on a full-time, part-time, consulting, advising, or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Groupbasis, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is who was employed by the Company or its affiliates or subsidiaries on the effective date of Employee's termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee agrees that the covenants of non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 12. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 12 shall be in effect for the duration of Employee's employment and shall survive the termination for any reason of Employee's Employment with the Company for a period of two years after the effective date of such termination (the "Restricted Period"). The Company may elect to extend the Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee's then Base Salary and one times the average of the last three years Bonus payment.

Non-Competition; Non-Solicitation. During the Employment Term and for a period of time following the termination of the Employment Term equal to the greater of (i) one (1) year and (ii) the period of time during which the Executive receives Severance Pay (the “Restrictive Period (as defined belowPeriod”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his her own behalf or on behalf of any other person or entity whom he she may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined belowhereinafter defined) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that which is, or that which is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty thirty (5030) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that which on the Effective Date is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter. If, at the time of enforcement of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court.

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any capacity whatsoeverother capacity, either on his own behalf or on behalf of himself or herself or any firm, corporation or other person business organization other than the Company and its subsidiaries, in any one or entity whom he may managemore of the following activities: (a) the development, controlmarketing, participate insolicitation, consult with, render services for or be employed selling of any product or associated, compete service that is competitive with the Business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Optionee’s employment; (as defined belowb) in the use of any of the following described manners: (i) Engage inCompany’s confidential or proprietary information, assist copyrights, patents or have any interest in, trade secrets which was acquired by the Optionee as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any an employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereofits subsidiaries; or (ivc) Induce any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to induce engage any customerof them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, referral sourceunless terminated sooner by operation of any other term or condition of this Agreement or the Plan, supplierand (ii) all gain resulting from the exercise of all or any portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company’s interests, vendor, licensee and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or other business relation within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, Company and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyits subsidiaries.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and during its affiliates as the Restrictive Period (result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as defined belowof the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until one year after Employee resigns pursuant to Section 8(e) or Employee's employment is terminated for Cause as contemplated by Section 8(a), Employee will not: (a) Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Executive shall notCompany; (b) Persuade or attempt to persuade any potential customer or client to which the Company or any of its Affiliates has made a proposal or sale, without or with which the prior written consent Company or any of its Affiliates has been having discussions, not to transact business with the Company or such Affiliate, or instead to transact business with another person or organization; **Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities & Exchange Commission. (c) Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during Employee's employment by the Company, directly or indirectlywithin three years prior to the commencement of Employee's employment by the Company, in provided, however, that if Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or (d) Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its Affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its Affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its Affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. During In connection with the Employment Term diligent, faithful and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent loyal discharge of the Companyduties of Employee’s employment under this Agreement, Employee agrees that so long as he is employed by the REIT (whether or not pursuant to the provisions of this Agreement) he will not, directly or indirectly, in any capacity whatsoeverbe employed by, either on his own behalf or on behalf otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any other person type, director or otherwise) any person, firm, corporation, trust or entity whom which is directly or indirectly engaged in a competitive business with that carried on by the REIT, any of its investment properties or affiliates and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies. Employee agrees that so long as he may is employed by the REIT, he will not own, engage in, conduct, manage, controloperate, participate in, consult be employed by or be connected in any manner whatsoever with any competitive business with that carried on by the REIT, any of its investment properties, and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or become associated with, render services in any capacity, or employ or attempt to employ any current or future employee of the REIT, any of its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or induce any such employee to leave any such entity’s employ. In addition, as an inducement for and as additional consideration for the REIT entering into this Agreement, Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not, with any other person, corporation or be employed entity, directly or associatedindirectly, compete with the Business by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (as defined below1) in solicit, divert or take away or attempt to solicit, divert or take away any of the following described manners:business or investors of the REIT, any of its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT; (i2) Engage inattempt to seek or cause any vendor or investor of the REIT, assist its investment properties and/or Corporex Companies and any subsidiaries or have any interest in, as principal, consultant, advisor, agent, financier affiliates of Corporex Companies or employeethe REIT to refrain from continuing their relationship with the REIT, any of its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT; (3) engage in any other business entity that is, or that activity which is about to become engaged in, providing goods or services in competition competitive with the Addus HealthCare Group REIT, its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT, within a geographic radius of fifty (50) miles from mile radius of the REIT’s principal place of business, any Addus HealthCare Group branch officeof its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies. The parties agree that the application of this non-competition provision shall extend to any other city/state in which the REIT, its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies actively conduct business and/or invest in real estate during the term of this Agreement; (ii4) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce knowingly employ or attempt to induce employ in any capacity any employee or agent of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in REIT, any way interfere with the relationship between the Addus HealthCare Group of its investment properties and/or Corporex Companies and any employee thereof; orsubsidiaries or affiliates of Corporex Companies. (iv5) Induce perform services, either as an employee or attempt to induce as a consultant, for any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee competitive real estate investment trust or business relation, on the one hand, activity of Corporex Companies and the Addus HealthCare Group, on the other handany subsidiaries or affiliates of Corporex Companies. For purposes hereofof this Section 8, the term “Business” means the a competitive real estate investment trust or business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed can reasonably be determined to be performed competitive with the principal business activity being engaged in by the REIT, its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies; and any other business activity in which the Addus HealthCare Group becomes engaged REIT and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies subsequently become involved in on or after the date hereof while of this Agreement. Employee has carefully read and has given careful consideration to all the Executive terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the REIT’s business, The Employee acknowledges that the REIT has entered into this Agreement because of Employee’s promise that he will abide by and be bound by each of the terms contained in this Section 8. The Employee agrees that REIT shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is employed by reasonable in all respects including their subject matter, duration, scope and the Companygeographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of this Section 8.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and its affiliates as the result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as of the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until two years after this Agreement is terminated or Employee leaves the employment of the Company for any reason, Employee will not: a. Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Company; b. Persuade or attempt to persuade any potential customer or client to which the Company or any of its affiliates has made a proposal or sale, or with which the Company or any of its affiliates has been having discussions, not to transact business with the Company or such affiliate, or instead to transact business with another person or organization; c. Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of Employee's employment by the Company, directly or indirectlywithin three years prior to the Effective Date of Employee's employment, in provided, however, that if Employee becomes employed by or 5 represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or d. Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. During In connection with the Employment Term ------------------------------------ diligent, faithful and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent loyal discharge of the Companyduties of Employee's employment under this Agreement, Employee agrees that so long as he is employed by the Company (whether or not pursuant to the provisions of this Agreement) he will not, directly or indirectly, in any capacity whatsoeverbe employed by, either on his own behalf or on behalf otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any other person type, director or otherwise) any person, firm, corporation or entity whom which is directly or indirectly engaged in a competitive business with that carried on by the Company or any of its subsidiaries. Employee agrees that so long as he may is employed by the Company, he will not own, engage in, conduct, manage, controloperate, participate in, consult be employed by or be connected in any manner whatsoever with any competitive business with that carried on by Company or any of its subsidiaries or become associated with, render services in any capacity, or solicit or sell to, customers of the Company or any its subsidiaries or employ or attempt to employ any current or future employee of the Company or any of its subsidiaries or induce any employee of the Company or of any of its subsidiaries to leave its employ. In addition, as an inducement for and as additional consideration for the Company entering into this Agreement, Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not with any other person, corporation or be employed entity, directly or associatedindirectly, compete by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (1) solicit, divert or take away or attempt to solicit, divert or take away any of the business, customers or patronage of the Company, its parent, its subsidiaries or of any of its subsidiaries; (2) attempt to seek or cause any customers of the Company, its parent, its subsidiaries or affiliates thereof, to refrain from continuing their patronage; (3) engage in any business that is competitive with that carried on by the Business Company, its parent company, any of the parent company's subsidiaries or Company's affiliates, including, but not limited to the business of providing lifecycle services, infrastructure solutions, enterprise consulting, staffing and recruiting services, performing outsourcing or co-sourcing services, being a value added reseller or integrator, after the date of this Agreement, within a 100 mile radius of any city within any Region in which the Company, its parent, its subsidiaries or Company affiliates have a physical office location or otherwise actively conducts business during the term of this Agreement and, without regard to any geographical limitation, any Customer account that Employee, either directly or indirectly, managed, serviced, called on, solicited or interfaced with incident to Employee's employment with Company during the one (1) year prior to Employee's termination. (4) knowingly employ or attempt to employ in any capacity any employee or agent of Company, or any of its subsidiaries. (5) perform services, either as defined below) an employee or as a consultant, for any competitive business. For purposes of this Section 8, a competitive business shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any of the following described mannersbusiness activities: (i) Engage indistributing of computer hardware, assist or have any interest insoftware, as principalperipheral devices, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeand related products and services; (ii) Solicit sale or accept any business (servicing, whether at the wholesale or help any other person solicit retail level, or accept any business) from any person leasing or entity that on the Effective Date is a customer renting, of the Addus HealthCare Group computer hardware, software, peripheral devices or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Businessrelated products; (iii) Induce or attempt any other business activity which can reasonably be determined to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship be competitive with the Addus HealthCare Group principal business activity being engaged in by the Company, its parent, or in any way interfere with the relationship between the Addus HealthCare Group of its subsidiaries or affiliates, including, but not limited to lifecycle services, enterprise consulting, infrastructure solutions, staffing and any employee thereofrecruiting, outsourcing and co-sourcing services; orand (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity which Company, its parent, or any of its subsidiaries or affiliates subsequently become involved in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while of this Agreement. This one (1) year non-competition provision commencing on the Executive date of Employee's termination of employment shall not be applicable if the Employee is employed terminated by the Company without cause pursuant to Section 10(a)(v) or if Company does not renew this Agreement after the expiration of the initial term of this Agreement or any renewal term. Provided, however, such one (1) year non-competition provision shall be applicable in any of such instances in the event Company elects in writing to compensate Employee pursuant to Section 11 of this Agreement. Employee has carefully read and has given careful consideration to all the terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the Company's business. The Employee acknowledges that the Company has entered into this Agreement because of Employee's promise that he will abide by and be bound by each of the terms contained in this Section 8. The Employee agrees that Company shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is reasonable in all respects including their subject matter, duration, scope and the geographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of this Section 8. Notwithstanding the foregoing, Company acknowledges that Employee has agreed to be available by telephone to his current employer, Affiliated Computer Services ("ACS"), for up to a maximum of thirty (30) days from his separation from ACS in order to assist with matters that he was involved in prior to such separation and such transition related activities shall not be construed or deemed to be a violation or breach of the restrictive covenant set forth hereinabove during such thirty (30) day period. Employee represents to Company that he shall not be compensated by ACS for any of the transition related services described in this section.

Non-Competition; Non-Solicitation. During In connection with the Employment Term ------------------------------------- diligent, faithful and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent loyal discharge of the Companyduties of Employee's employment under this Agreement, Employee agrees that so long as he is employed by the Company (whether or not pursuant to the provisions of this Agreement) he will not, directly or indirectly, in any capacity whatsoeverbe employed by, either on his own behalf or on behalf otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any other person type, director or otherwise) any person, firm, corporation or entity whom which is directly or indirectly engaged in a competitive business with that carried on by the Company or any of its subsidiaries. Employee agrees that so long as he may is employed by the Company, he will not own, engage in, conduct, manage, controloperate, participate in, consult be employed by or be connected in any manner whatsoever with any competitive business with that carried on by Company or any of its subsidiaries or become associated with, render services in any capacity, or solicit or sell to, customers of the Company or any of its subsidiaries or employ or attempt to employ any current or future employee of the Company or any of its subsidiaries or induce any employee of the company or of any of its subsidiaries to leave its employ. In addition, as an inducement for and as additional consideration for the Company entering into this Agreement, Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not with any other person, corporation or be employed entity, directly or associatedindirectly, compete by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (1) solicit, recruit, divert or take away or attempt to solicit, divert or take away any of the business, customers or patronage of the Company or of any of its subsidiaries; (2) attempt to seek or cause any customers of the Company or any of its subsidiaries thereof, to refrain from continuing their patronage; (3) engage in the business, or the business of being a value added microcomputer reseller or network integrator, or any other business activity which is competitive with the Business Company, or any of its affiliates, subsidiaries or branches of the Company, including but not limited to, any affiliates, subsidiaries or branches of the Company after the date of this Agreement, within a 90 mile radius of Hebron, Kentucky; Lexington, Kentucky; Louisville, Kentucky; Knoxville, Tennessee; Nashville, Tennessee; Memphis, Tennessee; Atlanta, Georgia; Jacksonville, Florida; Miami, Florida; Tallahassee, Florida; Tampa, Florida; Charleston, West Virginia; Morgantown, West Virginia; Birmingham, Alabama; Montgomery, Alabama; Evansville, Indiana; Indianapolis, Indiana; Des Moines, Iowa; Chicago, Illinois; Greensboro, North Carolina; Charlottx, Xxxxx Xxxxxxxx; Xxxxxxx, Xxxxx Xxxxlina; Columbia, South Carolina; Columbus, Ohio; Cleveland, Ohio; Cincinnati, Ohio; Dayton, Ohio; Richmond, Virginia; Oklahoma City, Oklahoma; Tulsa, Oklahoma; Little Rock, Arkansas; Kalamazoo, Michigan; Harrisburg, Pennsylvania; Minneapolis, Minnesota; Houston, Texas; San Antonio, Texas; and Washington, DC. The parties agree that the preceding list is not intended to be exclusive and the application of this non-competition provision shall extend to any other city/state in which the Company, its affiliates, subsidiaries or branches conduct business during the term of this Agreement; (4) knowingly employ or attempt to recruit, solicit or employ in any capacity any employee or agent of Company, or any of its subsidiaries; and (5) Perform services, either as defined belowan employee or as a consultant, for any competitive business. For purposes of this Section 8, a competitive business shall mean any person, corporation, partnership or other legal entity (including manufacturers which sell computer products and services directly to end users) engaged, directly or indirectly, through subsidiaries or affiliates, in any of the following described mannersbusiness activities: (i) Engage inI. distributing of computer hardware, assist software, peripheral devices, and related products and services; II. sale or have any interest inservicing, as principal, consultant, advisor, agent, financier whether at the wholesale or employee, any business entity that isretail level, or that is about to become engaged inleasing or renting, providing goods of computer hardware, software, peripheral devices or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officerelated products; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other handIII. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed can reasonably be determined to be performed and/or competitive with the principal business activity being engaged in by the Company or any of its subsidiaries during the term of this Agreement; and IV. any other business activity activities which Company or any of its subsidiaries subsequently become involved in which the Addus HealthCare Group becomes engaged in on or after the date hereof while of this Agreement. This one (1) year non-competition provision commencing on the Executive date of Employee's termination of employment shall not be applicable if the Employee is employed terminated by the Company without cause pursuant to Section 10(a)(v) or if Company does not renew this Agreement after the expiration of the initial term of this Agreement or any renewal term. Provided, however, such one (1) year non-competition provision shall be applicable in any of such instances in the event the Company elects in writing to compensate Employee pursuant to Section 11 of this Agreement. Employee has carefully read and has given careful consideration to all the terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the Company's business. The Employee acknowledges that the Company has entered into this Agreement because of Employee's promise that he will abide by and be bound by each of the terms contained in this Section 8. The Employee agrees that company shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is reasonable in all respects including their subject matter, duration, scope and the geographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of this Section 8.

Non-Competition; Non-Solicitation. (a) During the Employment Term of Executive's employment and during for a two-year period thereafter (the Restrictive Period (as defined below), "Non-Compete Period") the Executive shall will not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwithout the express written approval of the Board of Directors: (i) own, either on his own behalf or on behalf of any other person or entity whom he may manage, operate, join, control, or participate in, consult in or be connected with, render services for as an officer, employee partner, stockholder, director, adviser, consultant, or be employed agent (whether paid or associatedunpaid), any business, which is at the time engaged in any activities which, directly or indirectly, compete with the Business (as defined below) in any business of the following described manners: Company (ia "Competitive Business") Engage inprovided that the Company continues to pay to Executive, assist in a timely manner, the amounts required pursuant to Section 4.2 of this Agreement, and in the event of termination by the Company without cause, such Non-Compete Period shall be limited to nine months provided that the Company continues to pay to Executive, in a timely manner, the amounts required pursuant to Section 4.2 of this Agreement; the foregoing provision being also intended to prohibit the Executive from acquiring or have holding in excess of 5% of any interest inissue of stock or securities of any Company which is a Competitive Business which has any securities listed on a national securities exchange or quoted in the daily listing of over-the-counter market securities; (ii) recruit, as principalsolicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, consultant, advisor, agent, financier representative or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit which has a business relationship with the Company to discontinue, reduce or accept modify such employment, agency or business relationship with the Company, or (iii) employ or seek to employ or cause any business) from Competitive Business to employ or seek to employ any person or entity that on the Effective Date agent who is a customer of the Addus HealthCare Group then (or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt was at any time within 90 days prior to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed or the Competitive Business employs or seeks to employ such person) engaged or retained by the Company. (b) In the event that Executive breaches his obligations in any respect under this Section 3.3, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same may cease all payments due to the Executive under this Agreement. (c) Since a breach of the provisions of this Section 3.3 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and Executive hereby consents to the issuance of such injunction. Executive agrees that the provisions of this Section 3.3 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 3.3 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition; Non-Solicitation. During (a) Following termination of employment with the Employment Term and during the Restrictive Period (as defined below)Bank, the Executive shall will not, without the prior express written consent of the CompanyBank, directly or indirectlyindirectly communicate or divulge to, in or use for his own benefit or for the benefit of any capacity whatsoeverother person, firm, association, or corporation, any of the trade secrets, proprietary data or other confidential information communicated to or otherwise learned or acquired by the Executive from the Parent, the Bank, or any subsidiary of such entities, except that Executive may disclose such matters to the extent that disclosure is required by a court or other governmental agency of competent jurisdiction. (b) During the six(6) month period following any termination of employment with the Bank, (i) Executive hereby agrees that he will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Parent, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (A) to which the Parent, the Bank, or any subsidiary of such entities sold any product or service within thirty-six months of the Executive’s termination of employment, (B) which Executive solicited, contacted or otherwise dealt with on behalf of the Parent, the Bank, or any subsidiary of such entities within one year of the Executive’s termination of employment, or (C) which Executive was otherwise aware was a client of the Parent, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby the Executive will have a work location in the State of New Jersey within 15 miles of any office of the Parent, the Bank, or any subsidiary of such entities existing as of the date of such termination of employment; provided, however, the Executive may request a waiver from the Parent and the Bank with respect to the limitations of this Section 22 on a case by case basis at any time, and the Parent and the Bank hereby agree that such written approval of such request shall not be unreasonably withheld. Notwithstanding the foregoing, the Parent and the Bank reserve the right to elect not to approve such request for waiver of the limitations herein within its sole discretion if the proposed employing entity is an FDIC insured depository institution. (iii) Executive hereby agrees that he shall not, on his own behalf or on behalf of any other person or entity whom he may manageothers, controlemploy, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that issolicit, or that is about to become engaged ininduce, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce employ, solicit or induce, any employee of the Addus HealthCare Group Parent, the Bank, or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and influence any employee thereof; orof the Parent, the Bank, or any subsidiary of such entities to leave the employ of the Parent, the Bank, or any subsidiary of such entities. (iv) Induce Executive will not make any public statements regarding the Parent, the Bank, or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation subsidiary of such entities without the prior consent of the Addus HealthCare Group to cease doing business with Parent or the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one handBank, and the Addus HealthCare GroupExecutive shall not make any statements that disparage the Parent, on the Bank, or any subsidiary of such entities or the business practices of the Parent, the Bank, or any subsidiary of such entities, except to the extent required by law or by a court or other governmental agency of competent jurisdiction. The Parent and the Bank shall not knowingly or intentionally make any statements that disparage the Executive. (v) The parties acknowledges and agrees that irreparable injury will result to each in the event of a breach of any of the provisions of Sections 22(a) and 22(b) (the “Designated Provisions”) and that the parties will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy the parties may have, the parties shall each be entitled to the entry of a preliminary and a permanent injunction (including, without limitation, specific performance by a court of competent jurisdiction located in Essex County, New Jersey, or elsewhere), to restrain the violation or breach thereof by the other hand. For purposes hereofparties, and the parties shall each submit to the jurisdiction of such court in any such action. (c) Upon the termination of employment of the Executive as an officer and employee of the Bank for any reason, the term “Business” means the business Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of providing home care services resignation as a member of the type Board of Directors of the Parent, the Bank, and nature that all related entities of the Addus HealthCare Group then performed and/or any other business activity in which Parent and the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Bank, effective as of the date hereof while of such termination of employment. (d) The provisions of Sections 22(a), (b) and (c) shall survive the Executive is employed by the Companyexpiration of this Agreement.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below)8.1 While Executive is employed by OXiGENE, the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf for himself or on behalf of any other person or entity whom he may entity, directly or indirectly, whether as principal, partner, agent, independent contractor, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, participate in, consult be concerned or connected with, render services for or be employed by, engage in or associated, compete with the have a financial interest in any Restricted Business (as defined belowin Section 8.3) anywhere in the world (the “Restricted Territory”) except that nothing in this Agreement shall preclude Executive from purchasing or owning securities of any such business if such securities are publicly traded, and provided that Executive’s holdings do not exceed two percent (2%) of the following described manners:issued and outstanding securities of any class of securities of such Restricted Business. (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with 8.2 For the Addus HealthCare Group within a geographic radius purposes of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereofthis Agreement, the term “Restricted Business” means shall mean any person, partnership, corporation, business organization or other entity (or a division or business unit of any entity) whose primary business is the business research, development, manufacture, marketing or selling of providing home care products or services of that are the type same as or similar to those that OXiGENE is researching, developing, manufacturing, marketing or selling during Executive’s employment with OXiGENE, provided that (i) after Executive’s employment with OXiGENE has terminated, this definition shall apply only with respect to products and nature services that are the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed same as or program or service then under active development proposed similar to be performed and/or any other business activity in which the Addus HealthCare Group becomes those that OXiGENE was engaged in or developing during the immediately prior two (2) years of Executive’s employment with OXiGENE; (ii) nothing in this definition shall operate to prevent Executive from working for or with respect to any subsidiary, division or affiliate (each, a “Unit”) of an entity if that Unit is not itself a Restricted Business, irrespective of whether another Unit of such entity constitutes a Restricted Business (as long as Executive does not provide any services for such other Unit); and (iii) Restricted Business will not include researching, developing, manufacturing, marketing or selling products or services other than those specific products (vascular disrupting agents) being researched, developed, manufactured, marketed, or sold by or on or after the date hereof while the Executive is employed by the Companybehalf of OXiGENE when Executive’s employment with OXiGENE terminates.

Non-Competition; Non-Solicitation. (a) During his employment by the Company, including the Employment Term Period, Employee shall have access to and during become acquainted with Confidential Information of the Restrictive Period Company as described in Section 6. Employee acknowledges and agrees that his use of Confidential Information in the conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company and would adversely affect the business goodwill of the Company. Accordingly, as a material inducement to the Company to enter into this Agreement; to protect the Company’s Confidential Information that may be disclosed or entrusted to Employee (as defined belowthe disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill of the Company), the Executive shall notbusiness goodwill of the Company that may be developed in Employee and the business opportunities that may be disclosed or entrusted to Employee by the Company; in consideration for the compensation and other benefits payable hereunder to Employee, without for the prior written consent benefits to Employee of having access to Confidential Information during the Employment Period (the disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill of the Company); and for other good and valuable consideration, Employee hereby covenants and agrees that, during the Term of Non-Competition, Employee shall not, directly or indirectly, individually or as an officer, director, manager, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners:. (i) Engage own, engage in, assist or have any interest inmanage, as principaloperate, consultantjoin, advisorcontrol, agentbe employed by, financier or employee, any business entity that isprovide Competing Services to, or that is about to become engaged inparticipate in the ownership, providing goods management, operation or services control of or provision of Competing Services to, a Competing Business operating in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeGeographic Area; (ii) Solicit recruit, hire, assist in hiring, attempt to hire, or accept any business (contact or help any other person solicit or accept any business) from with respect to hiring any person or entity that who, at any time during the 12 month period ending on the Effective Date is a customer of Termination, was an employee of the Addus HealthCare Group Company or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Businessits affiliates; (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company or its affiliates to terminate such employee’s relationship with the Addus HealthCare Group terminate, or in any way interfere with with, the relationship between the Addus HealthCare Group such parties and any employee thereof; or (iv) Induce induce or attempt to induce any customer, referral sourceclient, supplier, vendorservice provider, licensee or other business relation of the Addus HealthCare Group Company or its affiliates in the Geographic Area to cease doing business with the Addus HealthCare Groupsuch parties, or in any way interfere with the relationship between such parties and any such customerperson. Notwithstanding the foregoing, referral sourcethe Company agrees that Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 9. (b) Employee acknowledges that the geographic boundaries, supplier, vendor, licensee or business relation, on the one handscope of prohibited activities, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services time duration of the type preceding paragraphs in this Section 9 (including the defined terms for “Competing Business,” “Competing Services,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 9(c)) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the Addus HealthCare Group then performed and/or enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 9 and the Company brings legal action for injunctive or other business activity equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in which obtaining such relief. Accordingly, Employee agrees that the Addus HealthCare Group then performed or program or service then under active development proposed provisions in this Section 9 shall have a duration determined pursuant to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Section 9(a), computed from the date hereof while the Executive legal or equitable relief is employed by the Companygranted.

Non-Competition; Non-Solicitation. During In connection with the Employment Term ------------------------------------ diligent, faithful and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent loyal discharge of the Companyduties of Employee's employment under this Agreement, Employee agrees that so long as he is employed by the Company (whether or not pursuant to the provisions of this Agreement) he will not, directly or indirectly, in any capacity whatsoeverbe employed by, either on his own behalf or on behalf otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any other person type, director or otherwise) any person, firm, corporation or entity whom which is directly or indirectly engaged in a competitive business with that carried on by the Company or any of its subsidiaries. Employee agrees that so long as he may is employed by the Company, he will not own, engage in, conduct, manage, controloperate, participate in, consult be employed by or be connected in any manner whatsoever with any competitive business with that carried on by Company or any of its subsidiaries or become associated with, render services in any capacity, or solicit or sell to, customers of the Company or any its subsidiaries or employ or attempt to employ any current or future employee of the Company or any of its subsidiaries or induce any employee of the Company or of any of its subsidiaries to leave its employ. In addition, as an inducement for and as additional consideration for the Company entering into this Agreement, Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not with any other person, corporation or be employed entity, directly or associatedindirectly, compete by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (1) solicit, divert or take away or attempt to solicit, divert or take away any of the business, customers or patronage of the Company or of any of its subsidiaries; (2) attempt to seek or cause any customers of the Company or any of its subsidiaries thereof, to refrain from continuing their patronage; (3) engage in the microcomputer business, or the business of being a value added reseller or integrator, or any other business activity which is competitive with the Business Company, or any of its affiliates, subsidiaries or branches of the Company, including but not limited to, any affiliates, subsidiaries or branches of the Company after the date of this Agreement, within a 90 mile radius of Hebron, Kentucky; Lexington, Kentucky; Louisville, Kentucky; Knoxville, Tennessee; Nashville, Tennessee; Memphis, Tennessee; Atlanta, Georgia; Jacksonville, Florida; Miami, Florida; Tallahassee, Florida; Tampa, Florida; Charleston, West Virginia; Morgantown, West Virginia; Birmingham, Alabama; Montgomery, Alabama; Evansville, Indiana; Indianapolis, Indiana; Des Moines, Iowa; Chicago, Illinois; Greensboro, North Carolina; Charlottx, Xxxxx Xxxxxxxx; Xxxxxxx, Xxxxx Xxxxxxxa; Columbia, South Carolina; Columbus, Ohio; Cleveland, Ohio; Cincinnati, Ohio; Dayton, Ohio; Tulsa, Oklahoma; Little Rock, Arkansas; Harrisburg, Pennsylvania; Minneapolis, Minnesota; San Antonio, Texas; Houston, Texas; and Washington, DC. The parties agree that the preceding list is not intended to be exclusive and the application of this non-competition provision shall extend to any other city/state in which the Company, its affiliates, subsidiaries or branches conduct business during the term of this agreement; (4) knowingly employ or attempt to employ in any capacity any employee or agent of Company, or any of its subsidiaries. (5) perform services, either as defined below) an employee or as a consultant, for any competitive business. For purposes of this Section 8, a competitive business shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any of the following described mannersbusiness activities: (i) Engage indistributing of computer hardware, assist or have any interest insoftware, as principalperipheral devices, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeand related products and services; (ii) Solicit sale or accept any business (servicing, whether at the wholesale or help any other person solicit retail level, or accept any business) from any person leasing or entity that on the Effective Date is a customer renting, of the Addus HealthCare Group computer hardware, software, peripheral devices or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Businessrelated products; (iii) Induce or attempt any other business activity which can reasonably be determined to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship be competitive with the Addus HealthCare Group principal business activity being engaged in by the Company or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereofof its subsidiaries; orand (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity which Company or any of its subsidiaries subsequently become involved in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while of this Agreement. This one (1) year non-competition provision commencing on the Executive date of Employee's termination of employment shall not be applicable if the Employee is employed terminated by the Company without cause pursuant to Section 10(a)(v) or if Company does not renew this Agreement after the expiration of the initial term of this Agreement or any renewal term. Provided, however, such one (1) year non-competition provision shall be applicable in any of such instances in the event Company elects in writing to compensate Employee pursuant to Section 11 of this Agreement. Employee has carefully read and has given careful consideration to all the terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the Company's business. The Employee acknowledges that the Company has entered into this Agreement because of Employee's promise that he will abide by and be bound by each of the terms contained in this Section 8. The Employee agrees that Company shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is reasonable in all respects including their subject matter, duration, scope and the geographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of this Section 8.

Non-Competition; Non-Solicitation. (a) The following provisions of this Section 7 shall only apply to the Optionee during any time period applicable hereunder to the extent the Optionee is not subject to a non-compete or non-solicit agreement with the Company or any of its Subsidiaries or affiliates. (b) The Optionee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and Subsidiaries and accordingly agrees as follows: (i) During the Employment Term term of Service of the Optionee with the Company and during its Affiliates (“Service Term”) and, for the Restrictive Period one (as defined below1) year period following the date the Optionee ceases to be employed by the Company and its Subsidiaries and affiliates (the “Restricted Period”), the Executive shall Optionee will not, without whether on the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his Optionee’s own behalf or on behalf of or in conjunction with any other person Person, directly or entity whom he may manageindirectly: (I) solicit any business related in any way to the business of the Company or any of its Subsidiaries or affiliates from any customer of the Company or any of its Subsidiaries or affiliates or from any prospective customer of the Company or any of its Subsidiaries or affiliates which the Optionee has reason to know was such a prospective customer during the Restricted Period, control(II) request, participate ininduce or advise any such customer or prospective customer to withdraw, consult withcurtail adversely (to the Company or any of its Subsidiaries or affiliates), render services for modify or be employed or associated, compete cancel any such business with the Business (as defined below) in Company or any of the following described manners: its Subsidiaries or affiliates or (iIII) Engage incontact, assist solicit, canvass or have approach any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods Person who provides products or services to the Company or any of its Subsidiaries or Affiliates for the purpose of causing such Person to cease providing such products or services to the Company or any of its Subsidiaries or affiliates, except, in competition with each case to the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office;extent required in order to carry out the Optionee’s duties and obligations to the Company and its Subsidiaries and affiliates. (ii) Solicit During the Service Term and the Restricted Period, the Optionee will not directly or accept indirectly (I) work for or provide consulting, financial or other services to any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Seller Member Representatives or during MC Capital, Inc. or any of their respective Affiliates or (II) work for or provide consulting, financial or other services to, engage in, conduct, manage or operate, or acquire or own any capital stock of or other equity interest in, any Person or business anywhere in the Employment Term becomes a customer world that competes with the business of the Addus HealthCare Company or any of its Subsidiaries or Affiliates (including, without limitation, businesses which the Company or and of its Subsidiaries or Affiliates have specific plans to conduct in the future and of which the Optionee is aware) (a “Competitive Business”); provided that nothing in this Section 7(a)(ii) shall be deemed to prohibit the acquisition or holding of not more than 1% of the shares or other securities of a publicly traded entity involved in a Competitive Business as long the Optionee is not an employee, officer, director, consultant, independent contractor, or agent of, or otherwise providing services to, directly or indirectly, such entity and is not a controlling person of, or a member of a group which controls, such entity and provided further, that the Optionee may continue to serve as a member of the board of directors of (i) Global Brass & Copper, Inc. and (ii) Chassis Brakes International Group, other than a customer that does which are each portfolio companies of the Seller Member Representatives so long as such activities are reasonably limited in terms of the time commitment required and do not engage in interfere with the Business;Optionee’s ability to perform his duties and responsibilities at the Company. (iii) Induce During the Restricted Period, the Optionee will not, whether on the Optionee’s own behalf or attempt to induce on behalf of or in conjunction with any employee Person, directly or indirectly, (A) employ, engage or retain any individual who is at the time an employee, consultant or independent contractor of the Addus HealthCare Group Company or any of its Affiliates, or had been an employee, consultant or independent contractor of the Company or any of its Subsidiaries or affiliates within six (6) months prior to the last day of the Service Term or (B) solicit, induce or persuade in any way any such individual to terminate such employee’s or modify his or her employment relationship with the Addus HealthCare Group Company or any of its Subsidiaries or affiliates. (c) Optionee agrees that the covenants set forth in this Section 7 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as such court shall deem necessary to cause the provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of the covenants as so amended. Optionee agrees that any breach of any covenant contained in this Section 7 would irreparably injure the Company. Accordingly, Optionee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a decree or order of specific performance and an injunction against Optionee from any way interfere court having jurisdiction over the matter, restraining any further violation of this Section 7 without proof of actual damages. (d) The obligations in this Section 7 are in addition to the provisions of any subscription agreement between the Optionee and the Company or any Affiliate of the Company in effect (such obligations, collectively with the relationship between obligations set forth in this Section 7, the Addus HealthCare Group and any employee thereof; or“Protective Agreements”). (ive) Induce If the Optionee breaches the non-competition. non-solicitation, non-disparagement or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation confidentiality terms of the Addus HealthCare Group Protective Agreements, any exercise, payment or delivery made pursuant to cease doing business this Agreement during the two (2) year period prior to the breach of the Protective Agreements shall be rescinded. The Company shall notify the Optionee in writing of any such rescission within one (1) year of the date it acquires actual knowledge of such breach. Within ten (10) days after receiving such a notice from the Company, the Optionee shall pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery pursuant to the Option. Such payment shall be made either in cash or by returning to the Company the number of Shares that the Optionee received in connection with the Addus HealthCare Grouprescinded exercise, payment or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companydelivery.

Non-Competition; Non-Solicitation. During the Employment Term and (a) Executive acknowledges that during the Restrictive Period course of his employment with Technologies (as defined belowincluding employment with Technologies prior to the date of this Agreement) he will become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services will be of a special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the time he is employed by Technologies and for two years thereafter (the "Non-Competition --------------- Period"), the Executive shall not, without the prior written consent of the Company, not directly or indirectlyindirectly own, in any capacity whatsoeveroperate, either on his own behalf or on behalf of any other person or entity whom he may manage, ------ control, participate in, consult with, render advise, provide services for for, or be employed or associated, compete with the Business (as defined below) in any manner engage in (including by himself or in association with any person, firm, corporate or other business organization or through any entity), any business engaged in the businesses in which the Company and its Subsidiaries is engaged or then proposes to engage as of Executive's Termination Date within any geographical area in which the Company or its Subsidiaries engages in business. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the following described manners:outstanding stock of any class of a corporation which is publicly traded, or any other passive minority investment in any investment fund, limited partnership or similar entity, whether or not publicly traded, and so long as Executive has no active participation in the business of such entity. (b) During the time Executive is employed by Technologies and for two years thereafter (the "Non-Solicitation Period"), Executive shall not, ----------------------- directly or indirectly through another entity, (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company or its Subsidiaries to terminate such employee’s relationship with the Addus HealthCare Group leave their employ, or in any way interfere with the relationship between the Addus HealthCare Group Company or its Subsidiaries and any employee thereof; or , including without limitation, inducing or attempting to induce any employee, group of employees or any other person or persons to interfere with the business or operations of the Company and its Subsidiaries, (ivii) Induce hire any person who was an employee of the Company or its Subsidiaries at any time during Executive's employment period, or (iii) induce or attempt to induce induce, whether directly or indirectly, any customer, referral source, supplier, vendordistributor, franchisee, licensee or other business relation of the Addus HealthCare Group Company and its Subsidiaries to cease doing business with the Addus HealthCare GroupCompany or its Subsidiaries, or in any way interfere with the relationship between any such customer, referral source, supplier, vendordistributor, franchisee, licensee or business relationrelation and the Company and its Subsidiaries. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects, on (ii) the one handCompany and Technologies would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the Addus HealthCare Groupcovenants contained herein have been made in order to induce the Company and Technologies to enter into this Agreement. (d) If, on at the other hand. For purposes hereoftime of enforcement of this Section 7 a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the term “Business” means parties agree that the business maximum duration, scope or area reasonable under such circumstance shall be substituted for the stated duration, scope or area and that the courts shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of providing home care services his breach of any provision of this Section 7 or Sections 5 or 6, money damages would be inadequate and the Company and its Subsidiaries would have no adequate remedy at law. Accordingly, Executive agrees that in the event of a breach or threatened breach by Executive of any of the type provisions of this Section 7 or Sections 5 or 6, the Company and nature that its Subsidiaries, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the Addus HealthCare Group then performed and/or any provisions hereof (without posting a bond or other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companysecurity).

Non-Competition; Non-Solicitation. During (a) For the Employment Term and during period of three (3) years commencing on the Restrictive Period Closing Date neither the Company nor any of its Affiliates shall directly or indirectly (i) engage in public charter airline business in competition with Purchaser using the same gateways as defined below), those used by the Executive shall not, without the prior written consent Company as of the CompanyClosing Date or (ii) have an ownership interest in, any person, firm, corporation, association or other enterprise that is directly or indirectlyindirectly engaged in conducting public charter operations using the same gateways used by the Company as of the Closing Date (the "Restricted Activity"); provided, however, that nothing contained in this Section 6.7 shall prohibit the Company or any of its Affiliates from owning, in the aggregate, (x) three percent (3%) or less of any capacity whatsoever, either class of capital stock or other equity interest of any company engaged in any Restricted Activity that has securities listed on his own behalf a national or on behalf regional securities exchange or traded in the over-the-counter market or (y) one percent (1%) or less of any class of capital stock or other equity interest of any other person business enterprise engaged in any Restricted Activity. For purposes of clarification, "using the same gateways" shall mean flying a route which has the same departure and destination cities as those of a route flown by Vacation Express. For example, the Company or entity whom he its Affiliates cannot fly a route which has a Vacation Express departure city to a Vacation Express destination city. But, the Company or its Affiliates may managefly a route from a Vacation Express departure city to a non-Vacation Express destination city, controlor from a non-Vacation Express departure city to a Vacation Express destination city, participate inand not be in violation of this Section 6.7 In addition, consult withthe parties agree that upon the consummation of the acquisition of an online travel consolidator by the Company or any of its Affiliates, render services for the Company and its Affiliates may sell scheduled airline service on Vacation Express' gateways, as long as Vacation Express flights receive preferential display on the Worldspan booking/distribution system or on a different global distribution system. In no event shall the Company or any of its Affiliates be employed or associated, compete permitted to work with any other charter company with respect to the provision of airline services/vacation packages using the same gateways as those used by Vacation Express without violation of this Section 6.7. In connection with the Business (as defined below) in any of the following described manners: foregoing, (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity Purchaser hereby represents that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius limitations set forth herein are reasonable and are properly required for the adequate protection of fifty (50) miles from any Addus HealthCare Group branch office; the Business and (ii) Solicit or accept any business the Company hereby acknowledges and agrees to the foregoing. (or help any other person solicit or accept any businessb) from any person or entity that For the period of three (3) years commencing on the Effective Closing Date is a customer neither the Company nor any of the Addus HealthCare Group its Affiliates shall directly or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce indirectly induce or attempt to induce any Hired Employee or other employee of a Purchaser to leave the Addus HealthCare Group to terminate employ of such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare GroupPurchaser, or in any way interfere with the relationship between such Purchaser and any such customerHired Employee or other employee thereof. (c) The Company agrees that Purchaser would suffer irreparable harm from a breach by the Company or any of its Affiliates of any of the covenants or agreements contained in this Section 6.7. In the event of an alleged or threatened breach by the Company or any of its Affiliates of any of the provisions of this Section 6.7, referral sourcePurchaser or its Affiliates or assigns may, supplierin addition to all other rights and remedies existing in its favor, vendor, licensee apply to any court of competent jurisdiction for specific performance and/or injunctive or business relation, on other relief in order to enforce or prevent any violations of the one hand, and provisions hereof. To the Addus HealthCare Group, on extent of any breach of this Section 6.7 by the other hand. For purposes hereofCompany or any of its Affiliates, the term “Business” means noncompete period for the business Company or any of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to its Affiliates shall automatically be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed extended by the Companylength of such breach.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and its affiliates as the result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as of the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, after the termination of Employee's employment and so long as he is receiving any payments from the Company pursuant to Section 6, Employee will not: a. Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Company; b. Persuade or attempt to persuade any potential customer or client to which the Company or any of its affiliates has made a proposal or sale, or with which the Company or any of 5 its affiliates has been having discussions, not to transact business with the Company or such affiliate, or instead to transact business with another person or organization; c. Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of Employee's employment by the Company, directly provided, however, that if Employee becomes employed by or indirectlyrepresents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, in such contact shall be permissible; or d. Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. During In connection with the Employment Term diligent, faithful and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent loyal discharge of the Companyduties of Employee’s employment under this Agreement, Employee agrees that so long as he is employed by the REIT (whether or not pursuant to the provisions of this Agreement) he will not, directly or indirectly, in any capacity whatsoeverbe employed by, either on his own behalf or on behalf otherwise give assistance to or be affiliated with (as an employee, consultant, independent contractor of any other person type, director or otherwise) any person, firm, corporation, trust or entity whom which is directly or indirectly engaged in a competitive business with that carried on by the REIT, any of its investment properties or affiliates, and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT. Employee agrees that so long as he may is employed by the REIT, he will not own, engage in, conduct, manage, controloperate, participate in, consult be employed by or be connected in any manner whatsoever with any competitive business with that carried on by the REIT, any of its investment properties, and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT or become associated with, render services in any capacity, or employ or attempt to employ any current or future employee of the REIT, any of its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT or induce any such employee to leave any such entity’s employ. In addition, as an inducement for and as additional consideration for the REIT entering into this Agreement, Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not, with any other person, corporation or be employed entity, directly or associatedindirectly, compete with the Business by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (as defined below1) in solicit, divert or take away or attempt to solicit, divert or take away any of the following described manners:business or investors of the REIT, any of its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT; (i2) Engage inattempt to seek or cause any vendor or investor of the REIT, assist its investment properties and/or Corporex Companies and any subsidiaries or have any interest in, as principal, consultant, advisor, agent, financier affiliates of Corporex Companies or employeethe REIT to refrain from continuing their relationship with the REIT, any of its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT; (3) engage in any other business entity that is, activity which is directly or that is about to become engaged in, providing goods or services in competition indirectly competitive with the Addus HealthCare Group REIT, its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT, within a geographic radius of fifty (50) miles from mile radius of the REIT’s principal place of business, any Addus HealthCare Group branch officeof its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies. The parties agree that the application of this non-competition provision shall extend to any other city/state in which the REIT, its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT actively conduct business and/or own real estate during the term of this Agreement; (ii4) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce knowingly employ or attempt to induce employ in any capacity any employee or agent of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in REIT, any way interfere with the relationship between the Addus HealthCare Group of its investment properties and/or Corporex Companies and any employee thereof; orsubsidiaries or affiliates of Corporex Companies or the REIT. (iv5) Induce perform services, either as an employee or attempt to induce as a consultant, for any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee competitive real estate investment trust or business relation, on activity of Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the one hand, and the Addus HealthCare Group, on the other handREIT. For purposes hereofof this Section 8, the term “Business” means the a competitive real estate investment trust or business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed can reasonably be determined to be performed competitive with the principal business activity being engaged in by the REIT, its investment properties and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT; and any other business activity in which the Addus HealthCare Group becomes engaged REIT and/or Corporex Companies and any subsidiaries or affiliates of Corporex Companies or the REIT subsequently become involved in on or after the date hereof while of this Agreement. Employee has carefully read and has given careful consideration to all the Executive terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the REIT’s business. The Employee acknowledges that the REIT has entered into this Agreement because of Employee’s promise that he will abide by and be bound by each of the terms contained in this Section 8. The Employee agrees that REIT shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is employed by reasonable in all respects including their subject matter, duration, scope and the Companygeographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of this Section 8.

Non-Competition; Non-Solicitation. (a) During the Employment Term period commencing on the Closing Date and ending three years after the Closing Date (the “Non-Compete Period”), Sphinx will not, and will cause its Subsidiaries not to, participate or engage in, or hold any ownership interest in any Person who engages in, the design, development, manufacturing, production, marketing, sale or servicing of any product, or the provision of any service, that provides the same or substantially similar principal functionality or services as the Products (“Competing Activity”). (b) Notwithstanding anything to the contrary in the foregoing clause (a), Sphinx and its Subsidiaries may in all events: (i) engage in any business conducted by Sphinx or its Subsidiaries on the Agreement Date (other than the Business) and continue to sell its products and services as of the Agreement Date (other than Products), and any new releases, updates and successors to such products and services; (ii) design, develop, manufacture, produce, market, sell or service any product or service utilizing public key infrastructure technology, including but not limited to embedding mPKI (as such term is currently used in the Business) into any product or service (“Permitted PKI Offerings”); provided, however, Permitted PKI Offerings do not include operating as a public Certificate Authority, including (x) any offer for sale on a standalone basis publicly-trusted "DV" (Domain Validated), "OV" (Organization Validated) and or "EV" (Extended Validation) certificates, or (y) any license, sale or provide as a service any standalone customer facing SSL/TLS certificate management software product in each case as those terms are currently defined in the Business at Closing (iii) continue to perform any Competing Activity for the benefit of Arion or any of its Affiliates as required or expressly contemplated by this Agreement or any other Transaction Document; (iv) acquire any Person, or one or more divisions or lines of business of a Person, that engages in a Competing Activity by merger or a purchase of shares or assets of a Person so long as, immediately prior to the time of such acquisition, the Competing Activity does not account for more than 20% of the aggregate annual gross revenues of such Person, or divisions or lines of business of such Person, to be so acquired for its most recent fiscal year preceding the acquisition; provided, however, that in the event of such acquisition where the aggregate annual gross revenue related to the Competing Activity exceeds 20% of the aggregate annual gross revenue of the Person or divisions or lines of business of such Person, Sphinx shall be permitted to acquire such Person or business so long as it divests the portion of the Person or business that engages in the Competing Activity within 18 months of the acquisition thereof; provided, further, that such 18 month period shall be extended to the date on which all approvals from a Governmental Authority required to complete the divestiture are received (to no later than the third anniversary following the acquisition of such Person or divisions or lines of business of such Person) if such approvals are not received by the end of such 18 month period; and (v) own and operate any Person, division or line of business acquired in compliance with clause (iii) above; provided that, any such division or line of business does not account for more than 5% of the aggregate annual gross revenues of Sphinx and its Subsidiaries during the Restrictive Period Non-Compete Period. (as defined below)c) During the period commencing on the Closing Date and ending 12 months after the Closing Date, the Executive shall Sphinx will not, without the prior written consent of the Companyand will cause its Subsidiaries not to, directly or indirectly, solicit to hire or, in such jurisdictions where such restriction would not be prohibited by Law, hire in any capacity whatsoever(whether as an employee, either on his own behalf consultant, independent contractor or otherwise) any employee of Arion or its Subsidiaries who has the title of director or other equivalent or higher position (including any Continuing Employee) or any other employee of Arion or its Subsidiaries to whom Sphinx is introduced, of whom Sphinx has become aware, or with whom Sphinx has otherwise had substantial contact, as a result of the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby. This restriction shall not apply to Persons that have been terminated by Arion or its Subsidiaries for at least 90 days prior to commencement of employment discussions between Sphinx or its Subsidiaries or its or their representatives and such Person and nothing in this clause (c) shall restrict Sphinx or its Subsidiaries from engaging in general or public searches, solicitations or advertising by or on behalf of Sphinx or such Subsidiary (including through search firms) that is not specifically directed towards any other person such Person described in the first sentence of this clause (c). (d) During the period commencing on the Closing Date and ending 12 months after the Closing Date, Arion will not, and will cause its Subsidiaries not to, directly or entity whom he may manageindirectly, controlsolicit to hire or, participate inin such jurisdictions where such restriction would not be prohibited by Law, consult with, render services for or be employed or associated, compete with the Business (as defined below) hire in any of the following described manners: capacity (i) Engage in, assist or have any interest in, whether as principalan employee, consultant, advisor, agent, financier independent contractor or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50otherwise) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of Sphinx or its Subsidiaries who has the Addus HealthCare Group title of director or other equivalent or higher position, or any other employee of Sphinx or its Subsidiaries to terminate whom Arion is introduced, of whom Arion has become aware, or with whom Arion has otherwise had substantial contact, as a result of the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (other than the Business Employees). This restriction shall not apply to Persons who have been terminated by Sphinx or its Subsidiaries at least 90 days prior to commencement of employment discussions between Arion or its Subsidiaries or its or their representatives and such employee’s relationship with Person and nothing in this clause (d) shall restrict Arion or its Subsidiaries from engaging in general or public searches, solicitations or advertising by or on behalf of Arion or such Subsidiary (including through search firms) that is not specifically directed towards any such Person described in the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; orfirst sentence of this clause (d). (ive) Induce If after Closing and during the Non-Compete Period Sphinx or attempt any of its Subsidiaries desire to induce purchase PKI certificates from a third party for use in Permitted PKI Offerings, it will purchase those certificates from Arion, so long as Arion can meet the applicable Sphinx technical requirements and agrees to sell those certificates at fair market prices and terms, and in no event less favorable pricing and terms than the most favorable pricing and terms offered by Arion to any similarly situated customer. (f) Each Party acknowledges and agrees that the covenants and agreements set forth in this Section 6.11 were a material inducement to the other Party to enter into this Agreement and to perform its obligations hereunder. Sphinx hereby acknowledges that the restrictive covenants set forth in Section 6.11(a) are reasonable in terms of duration, referral sourcescope and area restrictions and are limited to the scope that is necessary to protect the goodwill of the Business and to prevent the impairment of the value of the substantial investment therein being made by Arion hereunder. The Parties agree that, supplierif any court of competent jurisdiction in a final, vendornon-appealable judgment determines that a specified time period, licensee a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.11 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other business relation relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable Party. It is agreed that any breach or threatened breach of the Addus HealthCare Group restrictive covenants set forth in this Section 6.11 would cause irreparable injury to cease doing business with the Addus HealthCare Group, or in any way interfere with non-breaching Party and that money damages would not provide an adequate remedy to the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companynon-breaching Party.

Non-Competition; Non-Solicitation. During (i) While Participant is employed by the Employment Term Company Group and during the Restrictive Period (as defined below)Restricted Period, the Executive shall Participant agrees to not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf partner, investor, consultant, agent, employee, co-venturer or on behalf of any other person or entity whom he may otherwise, carry on, own, manage, controloperate, participate in, consult withprovide services to, render services for or be employed or associated, compete with the Business (as defined below) engaged in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from capacity by any person or entity that on engaged in the Effective Date is a customer Business within the Restricted Area (“Competing Business”), provided that, Participant may (x) collectively own less than 1% of the Addus HealthCare outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Participant’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Participant works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Participant is not employed or engaged in any capacity similar or related to the capacity in which Participant was employed by the Company Group or for the two-year period immediately preceding the date of Participant’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Participant is employed by the Company Group and during the Employment Term becomes a customer of the Addus HealthCare GroupRestricted Period, other than a customer that does Participant agrees not engage to, either alone or in the Business; (iii) Induce conjunction with Participant’s affiliates, directly or indirectly solicit, induce or attempt to induce any employee Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Company Group, hire any Senior Restricted Employee or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare GroupRestricted Employee, or in any way interfere with the employee relationship between the Company Group and any such customerSenior Restricted Employee or Restricted Employee, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereofprovided that, the term “Business” means foregoing restriction not to solicit (but not, for the business avoidance of providing home care services of doubt, the type and nature that the Addus HealthCare Group then performed and/or restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any other business activity in which the Addus HealthCare Group then performed Senior Restricted Employee or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive Restricted Employee. (ii) While Participant is employed by the CompanyCompany Group and during the Restricted Period, Participant shall not, either alone or in conjunction with Participant’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interferes with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group: (1) with whom Participant had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; (2) about whom Participant had knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person; (3) with whom employees reporting to Participant have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; or (4) for whom Participant had direct or indirect responsibility during the one-year period immediately preceding Participant’s termination of employment.

Non-Competition; Non-Solicitation. (1) During Participant’s employment with the Company and for the period of six (6) months immediately after the termination of Participant’s employment with the Company (including any parent, subsidiary, affiliate or division of the Company) for any reason whatsoever, and whether voluntary or involuntary, Participant shall not invest in (other than in a publicly traded company with a maximum investment of no more than 1% of outstanding shares), counsel, advise, consult, be employed or otherwise engaged by or with any entity or enterprise (“Competitor”) that competes with (A) the Company’s business of providing Medicaid managed care services, Medicaid-related services, behavioral health, nurse triage or pharmacy compliance specialty services or (B) any other business in which, after the date of this Agreement, the Company (or any parent, subsidiary, affiliate or division of the Company) becomes engaged (or has taken substantial steps in which to become engaged) on or prior to the date of termination of Participant’s employment. For purposes of paragraph 4, Participant agrees that this agreement not to compete applies to any Competitor that does business within the state of Missouri or and/or any other state or other jurisdiction in the world in which Centene does business, and that such geographical limitation is reasonable. (2) During the Employment Term Participant’s employment with the Company (or any parent, subsidiary, affiliate or division of the Company) and during for the Restrictive Period period of twelve months immediately after the termination of the Participant’s employment with the Company (as defined belowor any parent, subsidiary, affiliate or division of the Company) for any cause whatsoever, and whether voluntary or involuntary (“Restricted Period”), the Executive Participant will not, either directly or indirectly, either for himself or for any other person, firm, company or corporation, call upon, solicit, divert, or take away, or attempt to solicit, divert or take away any of the customers, prospective customers, business, vendors or suppliers of the Company that the Participant had dealings with, or responsibility for, or the Participant had access to, confidential information of such customers’, vendors’ or suppliers’ confidential information. (3) The Participant shall not, at any time during the Restricted Period, without the prior written consent of the Company, (i) directly or indirectly, in solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any capacity whatsoeverperson who was or is at any time during the previous six months an employee, either on his own behalf representative, officer or on behalf director of the Company (or any other person parent, subsidiary, affiliate or entity whom he may managedivision of the Company); or (ii) take any action to encourage or induce any employee, controlrepresentative, participate inofficer or director of the Company (or any parent, consult withsubsidiary, render services for affiliate or be employed or associated, compete division of the Company) to cease their relationship with the Business Company (or any parent, subsidiary, affiliate or division of the Company) for any reason. (4) This Section 4(c) shall not apply if a "Change in Control" (as defined belowin Section 2) occurs under Section 2(ii) thereof, or if such Change in any Control occurs under Section 2(i) or 2(iii) thereof without the prior approval, recommendation or consent of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius Board of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer Directors of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.Corporation

Non-Competition; Non-Solicitation. During (i) While Participant is employed by the Employment Term Company Group and during the Restrictive Period (as defined below)Restricted Period, the Executive shall Participant agrees to not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf partner, investor, consultant, agent, employee, co-venturer or on behalf of any other person or entity whom he may otherwise, carry on, own, manage, controloperate, participate in, consult withprovide services to, render services for or be employed or associated, compete with the Business (as defined below) engaged in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from capacity by any person or entity that on engaged in the Effective Date is a customer Business within the Restricted Area (“Competing Business”), provided that, Participant may (x) collectively own less than 1% of the Addus HealthCare outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Participant’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Participant works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Participant is not employed or engaged in any capacity similar or related to the capacity in which Participant was employed by the Company Group or for the two-year period immediately preceding the date of Participant’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Participant is employed by the Company Group and during the Employment Term becomes a customer of the Addus HealthCare GroupRestricted Period, other than a customer that does Participant agrees not engage to, either alone or in the Business; (iii) Induce conjunction with Participant’s affiliates, directly or indirectly solicit, induce or attempt to induce any employee Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Addus HealthCare Company Group and any employee thereof; orsuch Senior Restricted Employee or Restricted Employee, provided that, the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee. (ivii) Induce While Participant is employed by the Company Group and during the Restricted Period, Participant shall not, either alone or in conjunction with Participant’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any customer, referral sourcethen current or prospective client, supplier, vendorlicensee, licensee licensor or other business relation of any member of the Addus HealthCare Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with with, or (z) reduces the Addus HealthCare amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any such customer, referral sourcethen current or prospective client, supplier, vendorlicensee, licensee licensor or other business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business relation of providing home care services any member of the type and nature that Company Group: (1) with whom Participant had personal contact or dealings in furtherance of the Addus HealthCare Business on behalf of any member of the Company Group then performed and/or during the one-year period immediately preceding Participant’s termination of employment; (2) about whom Participant had knowledge of any other business activity in which member of the Addus HealthCare Company Group’s plans, pricing or Confidential Information with respect to such person; (3) with whom employees reporting to Participant have had personal contact or dealings on behalf of any member of the Company Group then performed during the one-year period immediately preceding Participant’s termination of employment; or (4) for whom Participant had direct or program or service then under active development proposed to be performed and/or any other business activity in which indirect responsibility during the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyone-year period immediately preceding Participant’s termination of employment.

Non-Competition; Non-Solicitation. During (a) In consideration of the Employment Term amounts to be received at the Closing by each of the Executive Holders, and the issuance to BAS of the Common Shares of the Surviving Company, each Executive Holder agrees that, from and after the date hereof, and during the Restrictive Period applicable Non-Compete Period, he will not, whether as an owner, equity holder (other than in his capacity as defined belowa holder of less than 5% of the equity of any entity whose equity is publicly traded), the Executive shall notpartner, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principalemployee, consultant, advisor, agentindependent contractor or otherwise, financier directly or employeeindirectly (i) engage in any activity on behalf of or with respect to a Competing Business, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept hire any business) from individual who at the time in question performs services for the Company or any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare GroupCompany’s Subsidiaries, other than a customer that does not engage in the Business; (iii) Induce cause, induce or attempt to cause or induce any employee customer, sponsor, supplier, licensee, licensor, consultant or other business relation of the Addus HealthCare Group Company or any of the Company’s Subsidiaries to terminate such employee’s relationship cease doing business with the Addus HealthCare Group Company or its Subsidiaries, to deal with any Competing Business or in any way interfere with its relationship with the relationship between Company or any of the Addus HealthCare Group and any employee thereof; or Company’s Subsidiaries, or (iv) Induce make any public or attempt private false, derogatory or disparaging comments about the Company or its Subsidiaries, or act in any manner that could reasonably be expected to induce any customer, referral source, supplier, vendor, licensee result in damage to the goodwill or other business relation reputation of the Addus HealthCare Group to cease doing business with Company or its Subsidiaries or the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services . (b) Each of the type and nature that Summit Entities, in consideration of the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed amounts to be performed and/or any other business activity in which received by it at the Addus HealthCare Group becomes engaged in on or Closing, agrees that, from and after the date hereof hereof, and for a period of two years, it will not (i) solicit or hire an Executive Officer while the such Executive Officer is employed by the Company or any of the Company’s Subsidiaries or for six months after such Executive Officer voluntarily terminates his employment with the Company or any of the Company’s Subsidiaries, or (ii) intentionally identify or recommend an Executive Officer as a potential candidate for an employment position with any Person while such Executive Officer is then currently employed by the Company or any of the Company’s Subsidiaries. For purposes of this section, an “Executive Officer” shall mean any one of Xxxxx Xxxxxxxxx, Xxxx Xxxxxx or Xxx Xxxxxxxxx.

Non-Competition; Non-Solicitation. Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Confidential Information, customers, accounts and business partners, and further acknowledges that during the course of Executive’s employment with the Company Executive has had and will have access to the Company’s Confidential Information and will be introduced to existing and prospective customers, suppliers, accounts and business partners of the Company. Executive acknowledges and agrees that any and all goodwill associated with any existing or prospective customer, supplier, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between Executive and any existing or prospective customers, supplier’s accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of the foregoing, Executive agrees that: (a) During the Employment Term of this Agreement, and during the Restrictive Period for a period of one (as defined below)1) year thereafter, the Executive shall may not, without the prior written consent of the Company, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder, or in any other capacity whatsoever) perform any work anywhere in the world related in any way to the ocean energy and ocean data industry on behalf of any entity or person other than the Company (including Executive). This includes a prohibition against performing work related to products, services and technology sold by, or contemplated to be sold by, the Company. (b) During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent from the Company. (c) During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not, directly or indirectly, in any capacity whatsoeverentice, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce encourage any customer, referral sourceprospective customer, suppliersupplier or acquirer, vendoracquiree, licensee investor or other business relation relationship of the Addus HealthCare Group Company to cease doing business with the Addus HealthCare GroupCompany, or in any way interfere reduce its relationship with the Company or refrain from establishing or expanding a relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by with the Company.

Non-Competition; Non-Solicitation. During (i) While Executive is employed by the Employment Term Company Group and during the Restrictive Period (as defined below)Restricted Period, the Executive shall agrees to not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf partner, investor, consultant, agent, employee, co-venturer or on behalf of any other person or entity whom he may otherwise, carry on, own, manage, controloperate, participate in, consult withprovide services to, render services for or be employed or associated, compete with the Business (as defined below) engaged in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from capacity by any person or entity that on engaged in the Effective Date is a customer Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the Addus HealthCare outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was employed by the Company Group or for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Employment Term becomes a customer of the Addus HealthCare GroupRestricted Period, other than a customer that does Executive agrees not engage to, either alone or in the Business; (iii) Induce conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any employee Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group Company Group, hire any Senior Restricted Employee or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare GroupRestricted Employee, or in any way interfere with the employee relationship between the Company Group and any such customerSenior Restricted Employee or Restricted Employee, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereofprovided that, the term “Business” means foregoing restriction not to solicit (but not, for the business avoidance of providing home care services of doubt, the type and nature that the Addus HealthCare Group then performed and/or restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any other business activity in which the Addus HealthCare Group then performed Senior Restricted Employee or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Restricted Employee. (ii) While Executive is employed by the CompanyCompany Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interferes with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group: (1) with whom Executive had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; (2) about whom Executive had knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person; #95517105v3 (3) with whom employees reporting to Executive have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; or (4) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.

Non-Competition; Non-Solicitation. During As an inducement for the Employment Term Company to enter into this Agreement, each Executive agrees that, for the period (the "Non-Compete Period") commencing on the date hereof and during ending on the Restrictive Period (as defined below), date which is the Executive shall not, without the prior written consent third anniversary of the Companydate hereof: (i) Such Executive will not, directly or indirectly, engage or invest in, own, manage, operate, finance, Control or participate in the ownership, management, operation, financing or Control of, be employed by, associated with or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult manner connected with, lend such Executive's name or any similar name to, lend such Executive's credit to, or render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employeeadvice to, any business entity that isor Person whose products, services or that is about to become engaged in, providing goods activities compete in whole or services in competition part with the Addus HealthCare Group products, services or activities of the Company anywhere in the world; provided, however, that such Executive may purchase or otherwise acquire up to (but not more than) five percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes hereof, a product, service or activity will be deemed to compete with a product, service or activity of the Company if (A) the Company produces or provides a similar product or service or engages or intends to engage in a similar activity, and (B) the Company is either presently marketing such product or service or a similar product or service relating thereto within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office;region served by such competitor or the Company has taken active steps to market such product or service within such geographic region. Each Executive agrees that this covenant is reasonable with respect to its duration, geographical area and scope. (ii) Solicit Such Executive will not, directly or accept indirectly, either for himself or any business (Executive Person or help any other person solicit or accept any businessPerson (A) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company or any Subsidiary to terminate leave the employ of the Company or such employee’s relationship with the Addus HealthCare Group or Subsidiary, (B) in any way interfere with the relationship between the Addus HealthCare Group Company or any Subsidiary and any employee thereof; or of the Company or such Subsidiary, (ivC) Induce employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company or any Subsidiary or (D) induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group Company or any Subsidiary to cease doing business with the Addus HealthCare Group, Company or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.any

Non-Competition; Non-Solicitation. During (a) As a material inducement to the Employment Term Buyer’s execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions during the Restrictive Period period commencing on the Closing Date and ending five (as defined below)5) years after the Closing Date, the Executive shall not, without the prior written consent none of the CompanySellers, Principals nor Xxxxx X’Xxxxxxx (the “Restricted Parties”) will, directly or indirectly, alone or as a lender, investor, landlord, partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, stockholder or otherwise of any company or business, own, operate or invest in any capacity whatsoever, either on his own behalf or on behalf Restricted Business anywhere within a 75 mile radius of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners:Dealerships. (b) As a material inducement to the Buyer’s execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions, each of the Restricted Parties agree, for the period from the Signing Date until three (3) years after the Closing Date, not to (i) Engage inemploy or engage, assist solicit for employment or have any interest inengagement, as principal, consultant, advisor, agent, financier or employeeencourage to leave their employment or engagement, any business entity that isindividual who is employed or was employed during the one year period prior to such employment, solicitation, or that is about to become engaged in, providing goods encouragement as an officer or services in competition with employee of a Company (for the Addus HealthCare Group within a geographic radius benefit of fifty (50any Dealership) miles from any Addus HealthCare Group branch office; or by the Buyer or its Affiliate; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Buyer and any officer or employee thereofof the Buyer; or (iviii) Induce induce or attempt to induce any customer, referral source, supplier, vendorlicensee, licensee or other business relation of the Addus HealthCare Group Business (as conducted by the Buyer) or the Buyer to cease doing doing, or reduce the amount of, business with the Addus HealthCare GroupBusiness (as conducted by the Buyer) or the Buyer, or in any way interfere with the relationship between any such customer, referral source, supplier, vendorlicensee, licensee or business relationrelationship of the Business (as conducted by the Buyer) or the Buyer; or (iv) solicit the business of any Person known to any of the Restricted Parties to be a customer of the Business (as conducted by the Buyer) or the Buyer. (c) After the Closing Date, no Restricted Party may use or disclose any information contained in the customer list or records sold to the Buyer. Further, after Closing, no Restricted Party (nor any of their Affiliates or other entities controlled by them) shall use, and none of them will allow the use of, directly or indirectly, the name “Xxxxx” for any Restricted Business, except as set forth on Schedule 11.08(c), whether such business is as a manufacturer, wholesaler, distributor, retailer or otherwise, including any business that conducts activities similar to the one handDealerships. (d) Each of the Restricted Parties acknowledge that the restrictions contained in this Section 11.08 are reasonable and necessary to protect the legitimate interests of the Buyer, and that any violation of this Section 11.08 will result in irreparable injury to the Buyer and that money damages would not provide an adequate remedy to the Buyer, and, therefore, the Buyer shall be entitled to preliminary and permanent injunctive relief in any court of competent jurisdiction and to an equitable accounting of all earnings, profits and other benefits arising from such violation against the breaching Restricted Party, which rights shall be cumulative and in addition to any other rights or remedies to which the Buyer may be entitled against such breaching Restricted Party. If any portion of the covenants or agreements contained in this Section 11.08 or the application thereof is held to be invalid or unenforceable, then the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. If any covenant or agreement herein is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the Addus HealthCare Group, on covenant or agreement shall then be enforceable in its reduced form. If a Seller violates any of the other hand. For purposes hereofrestrictions set forth in this Section 11.08, the term “Business” means restrictive period shall not run in favor of such Seller from the business of providing home care services time of the type commencement of such violation(s) and nature that until such time as such violation(s) shall be cured by such Seller to the Addus HealthCare Group then performed and/or any other business activity in which sole satisfaction of the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyBuyer.

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any capacity whatsoeverother capacity, either on his own behalf or on behalf of himself or herself or any firm, corporation or other person business organization other than the Company and its subsidiaries in any one or entity whom he may managemore of the following activities: (a) the development, controlmarketing, participate insolicitation, consult with, render services for or be employed selling of any product or associated, compete service that is competitive with the Business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Optionee’s employment; (as defined belowb) in the use of any of the following described manners:Company’s confidential or proprietary information, copyrights, patents or trade secrets which was acquired by the Optionee as an employee of the Company and its subsidiaries; or (c) any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to engage any of them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; (i) Engage inthis Stock Option shall terminate effective on the date on which he or she first engages in such activity, assist unless terminated sooner by operation of any other term or have any interest incondition of this Agreement or the Plan, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; and (ii) Solicit all gain resulting from the exercise of all or accept any business portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company’s interests, and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or help any other person solicit or accept any businessits duly appointed agent) from any person or entity determines in its sole discretion that on such action is in the Effective Date is a customer best interests of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group Company and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyits subsidiaries.

Non-Competition; Non-Solicitation. (a) During his employment by the Company, including the Employment Term Period, Employee shall have access to and during become acquainted with Confidential Information of the Restrictive Period Company as described in Section 6. Employee acknowledges and agrees that his use of Confidential Information in the conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company and would adversely affect the business goodwill of the Company. Accordingly, as a material inducement to the Company to enter into this Agreement; to protect the Company’s Confidential Information that may be disclosed or entrusted to Employee (as defined belowthe disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill of the Company), the Executive shall notbusiness goodwill of the Company that may be developed in Employee and the business opportunities that may be disclosed or entrusted to Employee by the Company; in consideration for the compensation and other benefits payable hereunder to Employee, without for the prior written consent benefits to Employee of having access to Confidential Information during the Employment Period (the disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill, of the Company); and for other good and valuable consideration, Employee hereby covenants and agrees that, during the Term of Non-Competition, Employee shall not, directly or indirectly, individually or as an officer, director, manager, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage own, engage in, assist or have any interest inmanage, as principaloperate, consultantjoin, advisorcontrol, agentbe employed by, financier or employee, any business entity that isprovide Competing Services to, or that is about to become engaged inparticipate in the ownership, providing goods management, operation or services control of or provision of Competing Services to, a Competing Business operating in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch officeGeographic Area; (ii) Solicit recruit, hire, assist in hiring, attempt to hire, or accept any business (contact or help any other person solicit or accept any business) from with respect to hiring any person or entity that who, at any time during the 12 month period ending on the Effective Date is a customer of Termination, was an employee of the Addus HealthCare Group Company or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business;its affiliates: (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company or its affiliates to terminate such employee’s relationship with the Addus HealthCare Group terminate, or in any way interfere with with, the relationship between the Addus HealthCare Group such parties and any employee thereof; or (iv) Induce induce or attempt to induce any customer, referral sourceclient, supplier, vendorservice provider, licensee or other business relation of the Addus HealthCare Group Company or its affiliates in the Geographic Area to cease doing business with the Addus HealthCare Groupsuch parties, or in any way interfere with the relationship between such parties and any such customerperson. Notwithstanding the foregoing, referral sourcethe Company agrees that Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Employee does not otherwise participate in such competing business in any way prohibited by this Section 9. (b) Employee acknowledges that the geographic boundaries, supplier, vendor, licensee or business relation, on the one handscope of prohibited activities, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services time duration of the type preceding paragraphs in this Section 9 (including the defined terms for “Competing Business,” “Competing Services,” “Geographic Area,” and “Term of Non-Competition” set forth in Section 9(c)) are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the Addus HealthCare Group then performed and/or enforcement of such covenants would not cause Employee any undue hardship or unreasonably interfere with Employee’s ability to earn a livelihood. If Employee violates the covenants and restrictions in this Section 9 and the Company brings legal action for injunctive or other business activity equitable relief, Employee agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in which obtaining such relief. Accordingly, Employee agrees that the Addus HealthCare Group then performed or program or service then under active development proposed provisions in this Section 9 shall have a duration determined pursuant to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after Section 9(a), computed from the date hereof while the Executive legal or equitable relief is employed by the Companygranted.

Non-Competition; Non-Solicitation. During As additional consideration for the Employment Term and during issuance of this Stock Option to the Restrictive Period (as defined below)Optionee, the Executive shall notOptionee hereby agrees that, without if at anytime during and for a period of one year after the prior written consent termination of his or her employment with the CompanyCompany no matter what the cause of that termination, he or she engages for any reason, directly or indirectly, in any capacity whatsoeverwhether as owner, either on his own behalf or on behalf of any other person or entity whom he may managepart-owner, controlshareholder, participate inmember, consult withpartner, render services for or be employed or associateddirector, compete with the Business (as defined below) in any of the following described manners: (i) Engage inofficer, assist or have any interest intrustee, as principal, consultant, advisor, agent, financier or employee, any business entity that is, agent or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Groupconsultant, or in any way interfere other capacity, on behalf of himself or herself or any firm, corporation or other business organization other than the Company and its subsidiaries in any one or more of the following activities: a) the development, marketing, solicitation, or selling of any product or service that is competitive with the relationship between any such customer, referral source, supplier, vendor, licensee products or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature Company, or products or services that the Addus HealthCare Group Company has under development or that are subject to active planning at any time during Optionee’s employment; b) the use of any of the Company’s confidential or proprietary information, copyrights, patents or trade secrets which was acquired by the Optionee as an employee of the Company and its subsidiaries; or c) any activity for the purpose of inducing, encouraging, or arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company and its subsidiaries or attempt to engage any of them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then performed and/or (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, unless terminated sooner by operation of any other business activity in which term or condition of this Agreement or the Addus HealthCare Group then performed Plan, and (ii) all gain resulting from the exercise of all or program or service then under active development proposed any portion of this Stock Option shall become immediately due and payable by Optionee to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company’s interests, and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Company and its subsidiaries.

Non-Competition; Non-Solicitation. (a) The following provisions of this Section 7 shall only apply to the Optionee during any time period applicable hereunder to the extent the Optionee is not subject to a non-compete or non-solicit agreement with the Company or any of its Subsidiaries or affiliates. (b) The Optionee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and Subsidiaries and accordingly agrees as follows: (i) During the Employment Term term of Service of the Optionee with the Company and during its Affiliates (“Service Term”) and, for the Restrictive Period one (as defined below1) year period following the date the Optionee ceases to be employed by the Company and its Subsidiaries and affiliates (the Restricted Period”), the Executive shall Optionee will not, without whether on the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his Optionee’s own behalf or on behalf of or in conjunction with any other person Person, directly or entity whom he may manageindirectly: (I) solicit any business related in any way to the business of the Company or any of its Subsidiaries or affiliates from any customer of the Company or any of its Subsidiaries or affiliates or from any prospective customer of the Company or any of its Subsidiaries or affiliates which the Optionee has reason to know was such a prospective customer during the Restricted Period, control(II) request, participate ininduce or advise any such customer or prospective customer to withdraw, consult withcurtail adversely (to the Company or any of its Subsidiaries or affiliates), render services for modify or be employed or associated, compete cancel any such business with the Business (as defined below) in Company or any of the following described manners: its Subsidiaries or affiliates or (iIII) Engage incontact, assist solicit, canvass or have approach any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods Person who provides products or services to the Company or any of its Subsidiaries or Affiliates for the purpose of causing such Person to cease providing such products or services to the Company or any of its Subsidiaries or affiliates, except, in competition with each case to the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office;extent required in order to carry out the Optionee’s duties and obligations to the Company and its Subsidiaries and affiliates. (ii) Solicit During the Service Term and the Restricted Period, the Optionee will not directly or accept indirectly (I) work for or provide consulting, financial or other services to any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Seller Member Representatives or during MC Capital, Inc. or any of their respective Affiliates or (II) work for or provide consulting, financial or other services to, engage in, conduct, manage or operate, or acquire or own any capital stock of or other equity interest in, any Person or business anywhere in the Employment Term becomes a customer world that competes with the business of the Addus HealthCare Company or any of its Subsidiaries or Affiliates (including, without limitation, businesses which the Company or and of its Subsidiaries or Affiliates have specific plans to conduct in the future and of which the Optionee is aware) (a “Competitive Business”); provided that nothing in this Section 7(a)(ii) shall be deemed to prohibit the acquisition or holding of not more than 1% of the shares or other securities of a publicly traded entity involved in a Competitive Business as long the Optionee is not an employee, officer, director, consultant, independent contractor, or agent of, or otherwise providing services to, directly or indirectly, such entity and is not a controlling person of, or a member of a group which controls, such entity and provided further, that the Optionee may continue to serve as a member of the board of directors of (i) Global Brass & Copper, Inc. and (ii) Chassis Brakes International Group, other than a customer that does which are each portfolio companies of the Seller Member Representatives so long as such activities are reasonably limited in terms of the time commitment required and do not engage in interfere with the Business;Optionee’s ability to perform his duties and responsibilities at the Company. (iii) Induce During the Restricted Period, the Optionee will not, whether on the Optionee’s own behalf or attempt to induce on behalf of or in conjunction with any employee Person, directly or indirectly, (A) employ, engage or retain any individual who is at the time an employee, consultant or independent contractor of the Addus HealthCare Group Company or any of its Affiliates, or had been an employee, consultant or independent contractor of the Company or any of its Subsidiaries or affiliates within six (6) months prior to the last day of the Service Term or (B) solicit, induce or persuade in any way any such individual to terminate such employee’s or modify his or her employment relationship with the Addus HealthCare Group Company or any of its Subsidiaries or affiliates. (c) Optionee agrees that the covenants set forth in this Section 7 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as such court shall deem necessary to cause the provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of the covenants as so amended. Optionee agrees that any breach of any covenant contained in this Section 7 would irreparably injure the Company. Accordingly, Optionee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a decree or order of specific performance and an injunction against Optionee from any way interfere court having jurisdiction over the matter, restraining any further violation of this Section 7 without proof of actual damages. (d) The obligations in this Section 7 are in addition to the provisions of any subscription agreement between the Optionee and the Company or any Affiliate of the Company in effect (such obligations, collectively with the relationship between obligations set forth in this Section 7, the Addus HealthCare Group and any employee thereof; or“Protective Agreements”). (ive) Induce If the Optionee breaches the non-competition, non-solicitation, non-disparagement or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation confidentiality terms of the Addus HealthCare Group Protective Agreements, any exercise, payment or delivery made pursuant to cease doing business this Agreement during the two (2) year period prior to the breach of the Protective Agreements shall be rescinded. The Company shall notify the Optionee in writing of any such rescission within one (1) year of the date it acquires actual knowledge of such breach. Within ten (10) days after receiving such a notice from the Company, the Optionee shall pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery pursuant to the Option. Such payment shall be made either in cash or by returning to the Company the number of Shares that the Optionee received in connection with the Addus HealthCare Grouprescinded exercise, payment or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companydelivery.

Non-Competition; Non-Solicitation. During (a) In view of the Employment Term fact that any activity of the Principal Stockholder in violation of the terms hereof would adversely affect Buyer and would deprive Buyer of the benefits of its bargain under this Agreement and to preserve the goodwill associated with the business of Buyer, the Principal Stockholder hereby agrees that, during the Restrictive Period his employment with Buyer or any Affiliate (as defined belowhereinafter defined) and, at the election of Buyer made within five (5) business days after the Termination Date (as hereinafter defined) and upon payment of the Non-Compete Payment (as hereinafter defined), for a period of one (1) year after the Executive shall termination of his employment with Buyer (the "TERMINATION DATE"), he will not, without the prior express written consent of the CompanyBuyer, directly or indirectly, anywhere in the United States, engage in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that activity which is, or that is about to become engaged participate or invest in, providing goods or services in competition with provide or facilitate the Addus HealthCare Group within a geographic radius provision of fifty financing to, or assist (50) miles from any Addus HealthCare Group branch office; (ii) Solicit whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Groupconsultant, or in any way interfere with the relationship between other capacity), any business, organization or person other than Buyer (or any Affiliate), and including any such customerbusiness, referral sourceorganization or person involving, supplieror which is, vendora family member of the Principal Stockholder, licensee whose business, activities, products or business relationservices are competitive with any of the business, on the one handactivities, products or services conducted or offered by Buyer and the Addus HealthCare Groupany Affiliate which business, on the other hand. For purposes hereofactivities, the term “Business” means products and services shall be deemed to be competitive if it includes the business of providing home care e-business services of the type and nature that the Addus HealthCare Group then performed and/or Internet solutions and related consulting services and any other business activity engaged in, conducted by or in which active planning by Buyer or any Affiliate on the Addus HealthCare Group then performed or program or service then under active development proposed to be performed date such Principal Stockholder's employment with Buyer and/or any other business activity Affiliate terminates. As used herein, the "NON-COMPETE PAYMENT" shall mean an amount equal to six (6) months of the highest base salary paid to the Principal Stockholder during the six-month period prior to the Termination Date which shall be payable on a bi-weekly basis over the six-month period immediately following the Termination Date in which accordance with the Addus HealthCare Group becomes engaged standard employee payroll schedule of Buyer. In the event that Buyer fails to make any installment of the Non-Compete Payment within ten (10) days of the scheduled payment date, neither the Principal Stockholder nor Buyer shall have any further obligations under this Section 7.4(a) from and after such date, and in on or after the date hereof while the Executive is employed by the Companysuch event, for purposes of this Agreement, neither party shall be deemed to have breached this Section 7.4.

Non-Competition; Non-Solicitation. During (a) As additional consideration for Employee's employment with the Employment Term Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restrictive Restricted Period (as defined in Section 12(d) below), without the Executive prior written consent of the CEO of the Company, Employee shall notnot be, nor shall he assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant or executive or management employee of, or directly or indirectly own more than 1% of any class or series of equity securities in, any entity or business which at such time has material operations that are engaged in any business activity competitive (directly or indirectly) with the Business of buying distressed consumer debt (the “Business”) Notwithstanding the foregoing, an entity will not be deemed to be competitive with the Business , and Employee will not be deemed to be engaged in the Business in violation of the terms of this Section 12(a), if (A) Employee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the "Non-Competing Businesses"), (B) such entity's relationship with Employee relates solely to the Non-Competing Businesses, and (C) if requested by the Company, such entity and Employee provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period, without the prior written consent of the Company, directly or indirectlyEmployee shall not, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any other than on behalf of the following described manners: Company), directly or indirectly, (i) Engage insolicit the clients, assist employees, customers or have suppliers of the Company or any interest in, as principal, consultant, advisor, agent, financier of its affiliates or employee, any business entity that is, subsidiaries to terminate their relationship or modify such relationship in a manner that is about adverse to become engaged in, providing goods the interests of the Company and its affiliates and subsidiaries or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit engage, hire or accept any business (solicit the employment of, whether on a full-time, part-time, consulting, advising, or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Groupbasis, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is who was employed by the Company or its affiliates or subsidiaries on the effective date of Employee's termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee agrees that the covenants of non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 12. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 12 shall be in effect for the duration of Employee's employment and shall survive the termination for any reason of Employee's Employment with the Company for a period of one year after the effective date of such termination (the "Restricted Period"). The Company may elect to extend the Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee's then Base Salary and one times the average of the last three years Bonus payment.

Non-Competition; Non-Solicitation. During (a) The Executive acknowledges (i) that in the Employment Term course of her employment with the Company she will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its Affiliates, customers, and clients and (ii) that her services will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Restrictive Period Term of Employment and for a period of one year following her termination of employment for any reason she shall not in any manner, directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged (collectively, the “Restricted Activity”), in any Competitive Activity (as defined below). For the purposes of this Section 12, a “Competitive Activity” shall mean, unless otherwise determined by the Board, a business that (i) is being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment. It is agreed and understood that the prohibitions provided for in this Section 12(b) shall not restrict the Executive shall notfrom (x) engaging in Restricted Activity for any subsidiary, without division or Affiliate or unit of a company (collectively a “Related Entity”) if that Related Entity is not engaged in a Competitive Activity, irrespective of whether some other Related Entity of that company engages in what would otherwise be considered to be a Competitive Activity (as long as Executive does not engage in Restricted Activity for such other Related Entity); or (y) providing services to a business that is engaged in a Competitive Activity determined with respect to the prior written consent Company generally but not with respect to the NeuroCare division of the Company, as determined by the Company in its reasonable discretion. (c) The Executive further agrees that during the Non-Competition Period she shall not (i) in any manner, directly or indirectly, hire or cause to be hired any employee of or advisor or consultant to the Company or any of its Affiliates for any purpose or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined belowii) in connection with any business to which Section 12(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its Affiliates; provided, however, that the following described manners: restriction contained in clause (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that isof this Section 12(c) shall not apply to, or that is about to become engaged ininterfere with, providing goods or services in competition with the Addus HealthCare Group within a geographic radius proper performance by the Executive of fifty (50) miles from any Addus HealthCare Group branch office;her duties and responsibilities under Section 3 of this Agreement. (iid) Solicit or accept any business Nothing in this Section 12 shall prohibit the Executive from being a passive owner of not more than two percent (or help any other person solicit or accept any business2%) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group outstanding common stock, capital stock and equity of any firm, corporation or during enterprise so long as the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage Executive has no active participation in the Business;management or business of such firm, corporation or enterprise. (iiie) Induce or attempt If the restrictions stated herein are found by a court to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereofbe unreasonable, the term “Business” means the business of providing home care services of the type and nature parties hereto agree that the Addus HealthCare Group then performed and/or any other business activity in which maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the Addus HealthCare Group then performed stated period, scope or program or service then under active development proposed area and that the court shall revise the restrictions contained herein to be performed and/or any other business activity in which cover the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed maximum period, scope and area permitted by the Companylaw.

Non-Competition; Non-Solicitation. During the Employment Term (a) Employee hereby agrees and during the Restrictive Period (covenants that commencing as defined below), the Executive shall not, without the prior written consent of the Company, date hereof and for a period of one (1) year following the termination of his employment with Employer (the "Limited Period") he will not directly or indirectlyindirectly engage in or become interested (whether as an owner, in any capacity whatsoeverprincipal, either on his own behalf agent, stockholder, member, partner, trustee, venturer, lender or on behalf other investor, director, officer, employee, consultant or through the agency of any other person corporation, limited liability company, partnership, association or entity whom he may manage, control, participate in, consult with, render services for agent or be employed or associated, compete with the Business (as defined belowoth erwise) in any business or enterprise that shall, at the time, be in whole or in substantial part competitive with any material part of the following described manners:business conducted by Employer during the period of Employee's employment with Employer (except that ownership of not more than 1% of the outstanding securities of any class of any entity that are listed on a national securities exchange or traded in the over-the-counter market shall not be considered a breach of this Section 8(a)). (ib) Engage in, assist Employee agrees and covenants that for the Limited Period he will not (without first obtaining the written permission of Employer) directly or have any interest in, as principal, consultant, advisor, agent, financier or employee, indirectly participate in the solicitation of any business entity that is, or that is about to become engaged in, providing goods or services in competition of any type conducted by Employer during the period of Employee's employment with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) Employer from any person or entity that on the Effective Date is which was a client or customer of the Addus HealthCare Group or Employer during the Employment Term becomes period of Employee's employment with Employer, or was a prospective customer of Employer from which Employee (or employees under Employee's supervision) solicited business or for which a proposal for submission was prepared during the Addus HealthCare Group, other than a customer that does not engage in the Business;period of Employee's employment with Employer. (iiic) Induce Employee agrees and covenants that for the Limited Period he will not (without first obtaining the written permission of Employer) directly or attempt indirectly, recruit for employment, or induce or seek to induce cause such person to terminate his or his employment with Employer, any person who then is an employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyEmployer.

Non-Competition; Non-Solicitation. During The Company, Parent, Best Buy and Executive acknowledge and recognize the Employment Term highly competitive nature of the business of Best Buy and during its affiliated entities and that Executive's position with Best Buy and access to and use of confidential records and proprietary information of Best Buy and its affiliated entities renders Executive special and unique. Accordingly, in partial consideration of the Restrictive Period payment provided in Section 2 hereof, Executive agrees that for a period of two (2) years from and after the Effective Time of the Merger contemplated by the Merger Agreement (the "Restricted Period") he will not, directly or indirectly, as defined below)a principal, the Executive shall notofficer, director, shareholder, partner, member, employee, agent or executive or in any other capacity whatsoever, without the prior written consent of the CompanyBest Buy, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in do any of the following described mannersfollowing: (1) engage in or acquire any ownership of any kind in, or become associated with or provide services to (i) Engage inWal-Mart Stores, assist Target Corporation, Correfour or have Kmart or (ii) any interest inother person, as principalcorporation, consultantpartnership, advisorlimited liability company, business trust, association or other business entity (each an "Entity") engaged in the retail sale of consumer electronics, computers, music, video or appliances (collectively the "Product Categories") where the revenues from all combined Product Categories during the past fiscal year of such Entity exceeded ten percent (10%) of total revenues with respect to all Product Categories. (2) intentionally and knowingly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any then employee, agent, financier consultant or employee, any business entity that isrepresentative of, or that is about to become engaged invendor or supplier to, providing goods Best Buy or services in competition with the Addus HealthCare Group within a geographic radius any of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group its affiliated entities to terminate such employee’s his, her or its relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereoftherewith; or (iv3) Induce solicit or attempt to induce solicit or encourage any customerperson who is then, referral sourceor was within the then most recent 12-month period to the knowledge of Executive, supplieran employee, vendoragent, licensee consultant or representative of Best Buy or any of its affiliated entities to become an employee, agent, representative or consultant of or to Executive or any other business relation individual or entity. Nothing in this Section 3(b) shall prevent Executive from making or holding an investment in securities traded on any national securities exchange or traded in the over-the-counter market, provided said investments do not exceed one percent (1%) of the Addus HealthCare Group issued and outstanding securities of any one such issuer or, if the total investment in the issuer is $500,000 or less, up to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any five percent (5%) of such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, issued and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyoutstanding securities.

Non-Competition; Non-Solicitation. Participant acknowledges and agrees with the Company that during the course of Participant’s involvement and/or employment with the Company or its Subsidiaries, Participant has had and will continue to have the opportunity to develop relationships with existing employees, vendors, suppliers, customers, strategic partners, licensees, licensors, lessors and other business associates of the Company or any of its Subsidiaries, which relationships constitute goodwill of the Company or any of its Subsidiaries, and the Company or any of its Subsidiaries would be irreparably damaged if Participant were to take actions that would damage or misappropriate such goodwill. Accordingly, Participant covenants and agrees as follows: (i) During the Employment Term and during the Restrictive Period (as defined below)Period, the Executive Participant shall not, without the prior written consent of the Company: (A) compete or engage in any business competitive, directly or indirectly, with the Company or its Affiliates in the seismic data library business in any capacity whatsoevergeographical area where the Company or its Affiliates have conducted or solicited any business at any time during the two (2) years preceding the Employment Termination Date (the “Area of No-Compete”) as an individual, owner, investor, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any relationship or capacity; (B) without limiting the foregoing, solicit or negotiate, or manage, supervise or direct others in the solicitation or negotiation of, any contract or agreement that constitutes or would constitute engaging in competition with the seismic data library business in the portions of the Area of No-Compete; or (C) solicit, take away, attempt to solicit or take away, or do any act the foreseeable consequences of which would lead to the solicitation or taking away of any marketing projects, customers, or prospective customers with whom or of which Participant had contact during Participant’s period of Participant’s employment or service with the Company or any of its Subsidiaries and in the Area of No-Compete. (ii) Notwithstanding the foregoing, the aggregate passive ownership by Participant of no more than two percent (2%) of the outstanding equity securities of any entity, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ Stock Market or other automated quotation system, and which entity competes with the Company or any of its Subsidiaries (or any part thereof), shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a Competitor. In the event that any entity in which Participant has any financial or other interest directly or indirectly engages in a business similar to that of the Business during the Restrictive Period, Participant shall use Participant’s reasonable best efforts to divest all of Participant’s interest (other than any amount permitted to be held pursuant to the first sentence of this Section 5(d)(ii)) in such entity within thirty (30) days after learning that such entity has entered such similar business. (iii) During the Restrictive Period, Participant will not, directly or indirectly, either on his own behalf for Participant or on behalf of for any other person or entity whom he may manageentity, control(A) solicit any employee, participate in, consult with, render services for consultant or agent of the Company or any of its Subsidiaries or Affiliates to terminate such individual’s employment or other relationship with the Company or any of its Subsidiaries or Affiliates or (B) employ or engage (or cause to be employed or associatedengaged) any such individual. The restriction contained herein shall apply to any individual who was employed by, compete with or provided services to, the Business (as defined below) in Company or any of its Subsidiaries or Affiliates within the following described manners: twelve (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during 12)-month period preceding the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the CompanyTermination Date.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and during its affiliates as the Restrictive Period (result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as defined belowof the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until one year after Employee resigns pursuant to Section 6(e) or Employee's employment is terminated with cause as contemplated by Section 6(a), Employee will not: a. Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Executive shall notCompany; b. Persuade or attempt to persuade any potential customer or client to which the Company or any of its affiliates has made a proposal or sale, without or with which the prior written consent Company or any of its affiliates has been having discussions, not to transact business with the Company or such affiliate, or instead to transact business with another person or organization; c. Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during Employee's employment by the Company, directly or indirectlywithin three years prior to the Effective Date of Employee's employment, in provided, however, that if Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or d. Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. During (a) The Executive acknowledges (i) that in the Employment Term course of his employment with the Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its Affiliates, customers, and clients and (ii) that his services will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Restrictive Period Term of Employment and for a period of one year following his termination of employment for any reason he shall not in any manner, directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged (collectively, the "Restricted Activity"), in any Competitive Activity (as defined below). For the purposes of this Section 13, a "Competitive Activity" shall mean unless otherwise determined by the Board a business that (i) is being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive's employment. It is agreed and understood that the prohibitions provided for in this Section 13(b) shall not restrict the Executive from engaging in Restricted Activity for any subsidiary, division or Affiliate or unit of a company (collectively a "Related Entity") if that Related Entity is not engaged in a Competitive Activity, irrespective of whether some other Related Entity of that company engages in what would otherwise be considered to be a Competitive Activity (as long as Executive does not engage in Restricted Activity for such other Related Entity). (c) The Executive further agrees that during the Non-Competition Period he shall not, without the prior written consent of the Companynot (i) in any manner, directly or indirectly, hire or cause to be hired any employee of or advisor or consultant to the Company or any of its Affiliates for any purpose or in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined belowii) in connection with any business to which Section 13(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its Affiliates; provided, however, that the following described manners: restriction contained in clause (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that isof this Section 13(c) shall not apply to, or that is about to become engaged ininterfere with, providing goods or services in competition with the Addus HealthCare Group within a geographic radius proper performance by the Executive of fifty (50) miles from any Addus HealthCare Group branch office;his duties and responsibilities under Section 3 of this Agreement. (iid) Solicit or accept any business Nothing in this Section 13 shall prohibit the Executive from being a passive owner of not more than two percent (or help any other person solicit or accept any business2%) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group outstanding common stock, capital stock and equity of any firm, corporation or during enterprise so long as the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage Executive has no active participation in the Business;management of business of such firm, corporation or enterprise. (iiie) Induce or attempt If the restrictions stated herein are found by a court to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereofbe unreasonable, the term “Business” means the business of providing home care services of the type and nature parties hereto agree that the Addus HealthCare Group then performed and/or any other business activity in which maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the Addus HealthCare Group then performed stated period, scope or program or service then under active development proposed area and that the court shall revise the restrictions contained herein to be performed and/or any other business activity in which cover the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed maximum period, scope and area permitted by the Companylaw.

Non-Competition; Non-Solicitation. (a) The following provisions of this Section 7 shall only apply to the Optionee during any time period applicable hereunder to the extent the Optionee is not subject to a non-compete or non-solicit agreement with the Company or any of its Subsidiaries or affiliates. (b) The Optionee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and Subsidiaries and accordingly agrees as follows: (i) During the Employment Term term of Service of the Optionee with the Company and during its Affiliates (“Service Term”) and, for the Restrictive Period one (as defined below1) year period following the date the Optionee ceases to be employed by the Company and its Subsidiaries and affiliates (the “Restricted Period”), the Executive shall Optionee will not, without whether on the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his Optionee’s own behalf or on behalf of or in conjunction with any other person Person, directly or entity whom he may manageindirectly: (I) solicit any business related in any way to the business of the Company or any of its Subsidiaries or affiliates from any customer of the Company or any of its Subsidiaries or affiliates or from any prospective customer of the Company or any of its Subsidiaries or affiliates which the Optionee has reason to know was such a prospective customer during the Restricted Period, control(II) request, participate ininduce or advise any such customer or prospective customer to withdraw, consult withcurtail adversely (to the Company or any of its Subsidiaries or affiliates), render services for modify or be employed or associated, compete cancel any such business with the Business (as defined below) in Company or any of the following described manners: its Subsidiaries or affiliates or (iIII) Engage incontact, assist solicit, canvass or have approach any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods Person who provides products or services to the Company or any of its Subsidiaries or Affiliates for the purpose of causing such Person to cease providing such products or services to the Company or any of its Subsidiaries or affiliates, except, in competition with each case to the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office;extent required in order to carry out the Optionee’s duties and obligations to the Company and its Subsidiaries and affiliates. (ii) Solicit During the Service Term and the Restricted Period, the Optionee will not directly or accept indirectly (I) work for or provide consulting, financial or other services to any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Seller Member Representatives or during MC Capital, Inc. or any of their respective Affiliates or (II) work for or provide consulting, financial or other services to, engage in, conduct, manage or operate, or acquire or own any capital stock of or other equity interest in, any Person or business anywhere in the Employment Term becomes a customer world that competes with the business of the Addus HealthCare Company or any of its Subsidiaries or Affiliates (including, without limitation, businesses which the Company or and of its Subsidiaries or Affiliates have specific plans to conduct in the future and of which the Optionee is aware) (a “Competitive Business”); provided that nothing in this Section 7(a)(ii) shall be deemed to prohibit the acquisition or holding of not more than 1% of the shares or other securities of a publicly traded entity involved in a Competitive Business as long the Optionee is not an employee, officer, director, consultant, independent contractor, or agent of, or otherwise providing services to, directly or indirectly, such entity and is not a controlling person of, or a member of a group which controls, such entity [and provided further, that the Optionee may continue to serve as a member of the board of directors of (i) Global Brass & Copper, Inc. and (ii) Chassis Brakes International Group, other than a customer that does which are each portfolio companies of the Seller Member Representatives so long as such activities are reasonably limited in terms of the time commitment required and do not engage in interfere with the Business;Optionee’s ability to perform his duties and responsibilities at the Company]1. (iii) Induce During the Restricted Period, the Optionee will not, whether on the Optionee’s own behalf or attempt to induce on behalf of or in conjunction with any employee Person, directly or indirectly, (A) employ, engage or retain any individual who is at the time an employee, consultant or independent contractor of the Addus HealthCare Group Company or any of its Affiliates, or had been an employee, consultant or independent contractor of the Company or any of its Subsidiaries or affiliates within six (6) months prior to the last day of the Service Term or (B) solicit, induce or persuade in any way any such individual to terminate such employee’s or modify his or her employment relationship with the Addus HealthCare Group Company or any of its Subsidiaries or affiliates. (c) Optionee agrees that the covenants set forth in this Section 7 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as such court shall deem necessary to cause the provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of the covenants as so amended. Optionee agrees that any breach of any covenant contained in this Section 7 would irreparably injure the Company. Accordingly, Optionee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a decree or order of specific performance and an injunction against Optionee from any way interfere court having jurisdiction over the matter, restraining any further violation of this Section 7 without proof of actual damages. (d) The obligations in this Section 7 are in addition to the provisions of any subscription agreement between the Optionee and the Company or any Affiliate of the Company in effect (such obligations, collectively with the relationship between obligations set forth in this Section 7, the Addus HealthCare Group and any employee thereof; or“Protective Agreements”). (ive) Induce If the Optionee breaches the non-competition, non-solicitation, non-disparagement or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation confidentiality terms of the Addus HealthCare Group Protective Agreements, any exercise, payment or delivery made pursuant to cease doing business this Agreement during the two (2) year period prior to the breach of the Protective Agreements shall be rescinded. The Company shall notify the Optionee in writing 1 To be included only for Xxxxxx Xxxxxxxxxxx. of any such rescission within one (1) year of the date it acquires actual knowledge of such breach. Within ten (10) days after receiving such a notice from the Company, the Optionee shall pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery pursuant to the Option. Such payment shall be made either in cash or by returning to the Company the number of Shares that the Optionee received in connection with the Addus HealthCare Grouprescinded exercise, payment or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companydelivery.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and during its affiliates as the Restrictive Period (result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as defined belowof the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until one year after Employee resigns pursuant to Section 8(e) or Employee's employment is terminated for Cause as contemplated by Section 8(a), Employee will not: (a) Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Executive shall notCompany; (b) Persuade or attempt to persuade any potential customer or client to which the Company or any of its Affiliates has made a proposal or sale, without or with which the prior written consent Company or any of its Affiliates has been having discussions, not to transact business with the Company or such Affiliate, or instead to transact business with another person or organization; (c) Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during Employee's employment by the Company, directly or indirectlywithin three years prior to the commencement of Employee's employment by the Company, in provided, however, that if Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. (d) Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its Affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its Affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its Affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. (a) During the Employment Term of Executive's employment and during for a two-year period thereafter (the Restrictive Period (as defined below), "Non-Compete Period") the Executive shall will not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoeverwithout the express written approval of the Board of Directors: (i) own, either on his own behalf or on behalf of any other person or entity whom he may manage, operate, join, control, or participate in, consult in or be connected with, render services for as an officer, employee partner, stockholder, director, adviser, consultant, or be employed agent (whether paid or associatedunpaid), any business, which is at the time engaged in any activities which, directly or indirectly, compete with the Business (as defined below) in any business of the following described manners: Company (ia "Competitive Business") Engage inprovided that the Company continues to pay to Executive, assist in a timely manner, the amounts required pursuant to Section 4.2 of this Agreement, and in the event of termination by the Company without cause, such Non-Compete Period shall be limited to nine months provided that the Company continues to pay to Executive, in a timely manner, the amounts required pursuant to Section 4.2 of this Agreement; the foregoing provision being also intended to prohibit the Executive from acquiring or have holding in excess of 5% of any interest inissue of stock or securities of any Company which is a Competitive Business which has any securities listed on a national securities exchange or quoted in the daily listing of over-the-counter market securities; (ii) recruit, as principalsolicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, consultant, advisor, agent, financier representative or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit which has a business relationship with the Company to discontinue, reduce or accept modify such employment, agency or business relationship with the Company, or (iii) employ or seek to employ or cause any business) from Competitive Business to employ or seek to employ any person or entity that on the Effective Date agent who is a customer of the Addus HealthCare Group then (or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt was at any time within 90 days prior to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed or the Competitive Business employs or seeks to employ such person) engaged or retained by the Company. (b) In the event that Executive breaches her obligations in any respect under this Section 3.3, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same may cease all payments due to the Executive under this Agreement. (c) Since a breach of the provisions of this Section 3.3 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and Executive hereby consents to the issuance of such injunction. Executive agrees that the provisions of this Section 3.3 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 3.3 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition; Non-Solicitation. During The parties acknowledge that Employee will acquire much knowledge and information concerning the Employment Term business of the Company and its affiliates as the result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as of the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until two years after this Agreement is terminated or Employee leaves the employment of the Company for any reason, Employee will not: a. Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Company; b. Persuade or attempt to persuade any potential customer or client to which the Company or any of its affiliates has made a proposal or sale, or with which the Company or any of its affiliates has been having discussions, not to transact business with the Company or such affiliate, or instead to transact business with another person or organization; c. Solicit the business of any customers, financing sources, clients, suppliers, or business patrons of the Company or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Company at any time during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of Employee's employment by the Company, directly or indirectlywithin three years prior to the Effective Date of Employee's employment, in provided, however, that if Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or d. Solicit, endeavor to entice away from the Company or any capacity whatsoeverof its affiliates, either on his own behalf or on behalf otherwise interfere with the relationship of the Company or any of its affiliates with, any person who is employed by or otherwise engaged to perform services for the Company or any of its affiliates, whether for Employee's account or for the account of any other person or entity whom he may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companyorganization.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for for, or be employed by or associatedassociated with, compete with the Business (as defined below) in any of the following described manners: (i) Engage in, assist assist, or have any interest in, as principal, consultant, advisor, agent, financier financier, or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group Group, or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or (iv) Induce or attempt to induce any customer, referral source, supplier, vendor, licensee licensee, or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee licensee, or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed performs and/or any other business activity in which the Addus HealthCare Group then performed performs, or program or service then under active development proposed to be performed performed, and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company.

Non-Competition; Non-Solicitation. During the Employment Term and (a) Executive acknowledges that during the Restrictive Period course of his employment with Technologies (as defined belowincluding employment with Technologies prior to the date of this Agreement) he will become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services will be of a special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the time he is employed by Technologies and for two years thereafter (the "Non-Competition Period"), the ---------------------- Executive shall not, without the prior written consent of the Company, not directly or indirectlyindirectly own, in any capacity whatsoeveroperate, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render advise, provide services for for, or be employed or associated, compete with the Business (as defined below) in any manner engage in (including by himself or in association with any person, firm, corporate or other business organization or through any entity), any business engaged in the businesses in which the Company and its Subsidiaries is engaged or then proposes to engage as of Executive's Termination Date within any geographical area in which the Company or its Subsidiaries engages in business. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the following described manners:outstanding stock of any class of a corporation which is publicly traded, or any other passive minority investment in any investment fund, limited partnership or similar entity, whether or not publicly traded, and so long as Executive has no active participation in the business of such entity. (b) During the time Executive is employed by Technologies and for two years thereafter (the "Non-Solicitation Period"), Executive shall not, directly ----------------------- or indirectly through another entity, (i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity that is, or that is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of fifty (50) miles from any Addus HealthCare Group branch office; (ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity that on the Effective Date is a customer of the Addus HealthCare Group or during the Employment Term becomes a customer of the Addus HealthCare Group, other than a customer that does not engage in the Business; (iii) Induce induce or attempt to induce any employee of the Addus HealthCare Group Company or its Subsidiaries to terminate such employee’s relationship with the Addus HealthCare Group leave their employ, or in any way anyway interfere with the relationship between the Addus HealthCare Group Company or its Subsidiaries and any employee thereof; or , including without limitation, inducing or attempting to induce any employee, group of employees or any other person or persons to interfere with the business or operations of the Company and its Subsidiaries, (ivii) Induce hire any person who was an employee of the Company or its Subsidiaries at any time during Executive's employment period, or (iii) induce or attempt to induce induce, whether directly or indirectly, any customer, referral source, supplier, vendordistributor, franchisee, licensee or other business relation of the Addus HealthCare Group Company and its Subsidiaries to cease doing business with the Addus HealthCare GroupCompany or its Subsidiaries, or in any way interfere with the relationship between any such customer, referral source, supplier, vendordistributor, franchisee, licensee or business relationrelation and the Company and its Subsidiaries. (c) Executive agrees that: (i) the covenants set forth in this Section 7 are reasonable in geographical and temporal scope and in all other respects, on (ii) the one handCompany and Technologies would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the Addus HealthCare Groupcovenants contained herein have been made in order to induce the Company and Technologies to enter into this Agreement. (d) If, on at the other hand. For purposes hereoftime of enforcement of this Section 7 a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the term “Business” means parties agree that the business maximum duration, scope or area reasonable under such circumstance shall be substituted for the stated duration, scope or area and that the courts shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Executive recognizes and affirms that in the event of providing home care services his breach of any provision of this Section 7 or Sections 5 or 6, money damages would be inadequate and the Company and its Subsidiaries would have no adequate remedy at law. Accordingly, Executive agrees that in the event of a breach or threatened breach by Executive of any of the type provisions of this Section 7 or Sections 5 or 6, the Company and nature that its Subsidiaries, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the Addus HealthCare Group then performed and/or any provisions hereof (without posting a bond or other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Companysecurity).