Common use of Noncompetition Covenants Clause in Contracts

Noncompetition Covenants. (a) The Executive acknowledges that the Executive’s employment with a competitor of the Company Group within a reasonable time following the termination of the Executive’s employment with the Company Group would create a substantial likelihood that the Executive would inevitably disclose or use, to the detriment of the Company Group, Confidential Material, and that it is essential to the Company Group’s legitimate business interests and also to free and fair competition in the industry within which the Company Group does business, to protect the Company Group’s Confidential Material from disclosure. (b) The risk of inevitable disclosure is particularly applicable to any such employment by the Executive with those competitors of the Company Group that are similar in operation, service, missions and markets to the Company Group (“Principal Competitors”). As of the date of this Agreement, the Principal Competitors are: Lincare Holdings, Inc.; Rotech Healthcare, Inc.; American HomePatient, Inc.; Coram Healthcare Corporation; Option Care, Inc.; Pacific Pulmonary Services Corporation; LifeCare Solutions, Inc.; and the home healthcare businesses of Air Products & Chemicals, Inc. and Praxair, Inc. and their respective parent, affiliated and subsidiary companies. (c) In order avoid the disclosure by the Executive of the Company’s trade secrets or other Confidential Material to those businesses that could most adversely affect the performance of the Company Group and damage its goodwill, the Executive agrees that, during the period of the Executive’s employment by the Company and for a period of one year following the date on which the Executive’s employment with the Company Group terminates for any reason (the “Post-Termination Period”), the Executive will not engage, directly or indirectly, in business with or work with or for, whether as an owner, employee, consultant or otherwise, any Principal Competitor; provided, however, that this restriction shall not prevent the Executive from owning less than 1% of any class of publicly-traded securities (or other equity interests held through a publicly-traded mutual fund or similar investment) of a Principal Competitor following the termination of the Executive’s employment with the Company. The Executive expressly acknowledges and agrees that the foregoing restriction is reasonable and necessary in order to protect the Confidential Material of the Company Group. The phrase “engage, directly or indirectly” means engaging or having an interest in, directly or indirectly, as owner, partner, participant of a joint venture, trustee, proprietor, shareholder, member, manager, director, officer, employee, independent contractor, capital investor, lender, consultant, advisor or similar capacity.

Noncompetition Covenants. (a) The Executive acknowledges that the Executive’s employment with a competitor of the Company Group within a reasonable time following the termination of the Executive’s employment with the Company Group would create a substantial likelihood that the Executive would inevitably disclose or use, to the detriment of the Company Group, Confidential Material, and that it is essential to the Company Group’s legitimate business interests and also to free and fair competition in the industry within which the Company Group does business, to protect the Company Group’s Confidential Material from disclosure. (b) The risk of inevitable disclosure is particularly applicable to any such employment by the Executive with those competitors of the Company Group that are similar in operation, service, missions and markets to the Company Group (“Principal Competitors”). As of the date of this Agreement, the Principal Competitors are: Lincare Holdings, Advanced Home Care Inc.; Rotech Healthcare, Allied Healthcare International; Almost Family Inc.; Amedisys Inc.; American HomePatient, Inc.; Coram Arcadia Resources Inc.; Chartwell Diversified Services Inc.; Chemed Corp.; Critical Homecare Solutions Holdings Inc; Gentiva Health Services, Inc.; Xxxxxxxx Metropolitan, Inc.; LHC Group, Inc.; LifeCare Solutions, Inc.; Lincare Holdings, Inc.; Matria Healthcare CorporationInc.; Option CareMedco Health Solutions, Inc.; Pacific Pulmonary Services Corporation; LifeCare SolutionsRotech Healthcare, Inc.; The MED Group; Van X. Xxxxxx & Associates; Xxxxxx & Xxxxxxxx; and the home healthcare and infusion businesses of Air Products & Chemicals, Inc. and Inc., Praxair, Inc. Inc., Walgreen Co. and CVS Corp. and their respective parent, affiliated and subsidiary companies. (c) In order avoid the disclosure by the Executive of the Company’s trade secrets or other Confidential Material to those businesses that could most adversely affect the performance of the Company Group and damage its goodwill, the Executive agrees that, during the period of the Executive’s employment by the Company and for a period of one year following the date on which the Executive’s employment with the Company Group terminates for any reason (the “Post-Termination Period”), the Executive will not engage, directly or indirectly, in business with or work with or for, whether as an owner, employee, consultant or otherwise, any Principal Competitor; provided, however, that this restriction shall not prevent the Executive from owning less than 1% of any class of publicly-traded securities (or other equity interests held through a publicly-traded mutual fund or similar investment) of a Principal Competitor following the termination of the Executive’s employment with the Company. The Executive expressly acknowledges and agrees that the foregoing restriction is reasonable and necessary in order to protect the Confidential Material of the Company Group. The phrase “engage, directly or indirectly” means engaging or having an interest in, directly or indirectly, as owner, partner, participant of a joint venture, trustee, proprietor, shareholder, member, manager, director, officer, employee, independent contractor, capital investor, lender, consultant, advisor or similar capacity.