Common use of Noncompetition, Nonsolicitation, Noninterference Clause in Contracts

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during Employee’s employment with the Company and during the one-year period after the termination of Employee’s employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one year prior to the Date of Termination, to Employee’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employee’s employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee from (A) making an investment in and owning up to 2% of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee Executive shall not during EmployeeExecutive’s employment with the Company and during the one-one (1) year period after the termination of EmployeeExecutive’s employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) ), engage in or facilitate any of the following activities anywhere in the United States: (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee Executive from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one (1) year prior to the Date of Termination, to EmployeeExecutive’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of EmployeeExecutive’s employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of to any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee Executive from (A) making an investment in and owning up to two percent (2% %) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee Executive the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or a nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than twenty percent (20% %) of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during EmployeeDuring Executive’s employment with the Company and during through the one-year period after the termination of Employee’s employment with the Company for any reason Restricted Period (the “Restricted Period”as defined below), Executive shall not, either directly or indirectly (through another business or person) ), engage in or facilitate any of the following activities anywhere in the United States: (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee Executive from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one (1) year prior to the Date of Termination, to EmployeeExecutive’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of EmployeeExecutive’s employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of to any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee Executive from (A) making an investment in and owning up to two percent (2% %) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee Executive the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or a nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than twenty percent (20% %) of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee The Executive shall not during Employeethe Executive’s employment with the Company and and, subject to Section 8(k) below, during the onetwo-year period after the termination of Employeethe Executive’s employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) i. Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i8(b)(i) shall, however, restrict Employee the Executive from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) . Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) . Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employeeindependent contractor, customer, tenant, operator, manager or any proposed employeeindependent contractor, customer, tenant, operator operator, or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one year prior to the Date of Termination, to Employeethe Executive’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employeethe Executive’s employment with the Company; or (iv) . Performing services as an employee, director, officer, consultant, independent contractor or advisor of, or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv8(b)(iv) shall, however, restrict Employee the Executive from (A) making an investment in and owning up to 2% of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the Executive the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c8(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during Employee’s employment with the Company and during the one-year period after the termination of Employee’s employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i2(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one year prior to the Date of Termination, to Employee’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employee’s employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv2(b)(iv) shall, however, restrict Employee from (A) making an investment in and owning up to 2% of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c2(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee Executive shall not during Employee’s employment with the Company Term, and during the one-year period after the termination of Employee’s Executive's employment with the Company for any reason (the “"Restricted Period”"), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiringhiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliatesubsidiary, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate subsidiary to terminate his or her relationship with the Company or any Subsidiary or affiliatesubsidiary; (iii) Solicitingsoliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contactpartner, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who which at any time during the period commencing one year prior to the Date of Termination, to Employee’s the Executive's knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate subsidiary or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of the Executive's termination of Employee’s employment with the Company; or (iv) Performing performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity healthcare REIT (as defined belowreal estate investment trust); , or performing services as an employeeany person which owns in excess of five percent of the issued and outstanding equity interest of a healthcare REIT, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete competes with the Company anywhere in the United States. Nothing in this Section 3(b)(iv(iv) shall, however, restrict Employee Executive from (A) performing services for financial institutions such as GE Capital Corporation or an investment banking firm, (B) making an investment in and owning up to 2% one-percent (1%) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee Executive the right or ability to control or influence the policy decisions of any direct competitor, or (BC) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an in a operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Companyposition.

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during Employee’s employment with the Company and (a) Lesser agrees that during the one-year period after Consulting Period, without the termination prior written consent of Employee’s employment with the Company for Company, he shall not, directly or indirectly, through a corporation, partnership, limited liability company, consulting arrangement or any reason (other form of business entity, in any capacity, including but not limited to as an employee, officer, director, shareholder, partner, member, owner or otherwise, in any state or territory of the “Restricted Period”)United States, either engage in the business of designing, manufacturing, marketing, selling, licensing apparel, accessories or apparel or accessory related products or services or engage in any of the other lines of business conducted directly or indirectly by the Company. (through another business b) Lesser also agrees that during the Consulting Period and for one (1) year after the Consulting Period, Lesser (and any corporation or personentity of which Lesser is a director, officer, employee or greater than 5% shareholder) engage in or facilitate any of the following activities anywhere in the United Statesshall not: (i) HiringDirectly or indirectly, recruitingengage, engaging as a consultant employ or adviser, employing or attempting or soliciting to hire, recruit or employ solicit the employment of any person employed by who is then or has been within twelve (12) months prior to the time of such action, an employee the Company or any Subsidiary of its affiliates or affiliate, or causing or attempting to cause any third party to do any of the foregoingsubsidiaries; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee;or (ii) Causing Make any public statement concerning the Company, any of its affiliates or attempting subsidiaries, or concerning Lesser’s employment with or Lesser’s consulting arrangement with the Company, unless such public statement has been previously approved by the Company, except as may be required by law; or (iii) Induce, attempt to cause induce or knowingly encourage any person employed at any time during the Restricted Period by Customer, supplier, distributor, vendor, contractor or agent of the Company or any Subsidiary of its affiliates or affiliate subsidiaries to terminate his divert any business or her relationship income from the Company or any of its affiliates or subsidiaries or to stop or alter the manner in which the Customer, supplier, distributor, vendor, contractor, or agent is or are then doing business with the Company or any Subsidiary of its affiliates or affiliate; (iii) Soliciting, enticing awaysubsidiaries. The term “Customer” shall mean any individual or business that was or is a customer or client of, or endeavoring to entice awayone that was or is a party in a selling agreement with, or otherwise interfering with any employeewhose business was actively solicited by, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary of its affiliates or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who subsidiaries at any time during the Restricted Period time, regardless of whether such customer was generated, in whole or who at any time during the period commencing one year prior to the Date of Terminationin part, to Employeeby Lesser’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employee’s employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee from (A) making an investment in and owning up to 2% of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Companyefforts.

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during Employee’s his employment with the Company Company, and during the onesix-year month period after the termination of Employee’s 's employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiringhiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliatesubsidiary of the Company, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i8(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate subsidiary of the Company to terminate his or her his relationship with the Company or any Subsidiary or affiliate;subsidiary; or (iii) Solicitingsoliciting, enticing away, or endeavoring to entice awayaway from the Company or any subsidiary of the Company, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contactpartner, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one year prior Period, to the Date of Termination, to Employee’s 's knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate subsidiary of the Company or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of the Employee's termination of Employee’s employment with the Company; or. (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor ofadvisor, or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity healthcare REIT (as defined below); real estate investment trust) or performing services as an employeeany person which owns in excess of five percent of the issued and outstanding equity interest of a healthcare REIT, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete competes with the Company anywhere in the United States. Nothing in this Section 3(b)(iv(iv) shall, however, restrict Employee from (A) making an investment in and owning up to two percent (2% %) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c8(c) below, performing services as an employee, director, officer, consultant, independent contractor contractor, or advisor of in an operating company that which provides healthcare services or goods or services other than leasing or financing of real property (for example, a hospital or a nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee Executive shall not during Employee’s Executive's employment with the Company and during (A) with respect to Sections 3(b)(i) and 3(b)(ii), the one18-year month period after the termination of Employee’s Executive's employment with the Company for any reason, and (B) with respect to Sections 3(b)(iii) and 3(b)(iv), the one (1)-year period after the termination of Executive's employment with the Company for any reason (clause (A) and (B) together, the “Restricted Period”), either directly or indirectly (through another business or person) ), engage in or facilitate any of the following activities anywhere in the United States: : (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee Executive from general employment advertising on a broad basis not targeted at or designed for any such employee; ; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; ; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one (1) year prior to the Date of Termination, to Employee’s Executive's knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employee’s Executive's employment with the Company; or or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee from (A) making an investment in and owning up to 2% of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.to

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during Employee’s employment with the Company Term, and during the one-year period after the termination of Employee’s employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiringhiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliatesubsidiary, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate subsidiary to terminate his or her relationship with the Company or any Subsidiary or affiliatesubsidiary; (iii) Solicitingsoliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contactpartner, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who which at any time during the period commencing one year prior to the Date of Termination, to the Employee’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate subsidiary or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of the Employee’s termination of Employee’s employment with the Company; or (iv) Performing performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity healthcare REIT (as defined belowreal estate investment trust); , or any person which owns in excess of five percent of the issued and outstanding equity interest of a healthcare REIT, or any other company, entity or person that directly and materially competes with the Company anywhere in the United States. Nothing in this Section (iv) shall, however, restrict Employee from performing services for financial institutions or an investment banking firm, making an investment in and owning the common stock of any company whose stock is listed on a national exchange, or performing services as an employee, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to in a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee from (A) making an investment in and owning up to 2% of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an healthcare operating company that provides healthcare goods or services other than leasing or financing of real property (for example, position such as a hospital or nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Companyfacility operator.

Noncompetition, Nonsolicitation, Noninterference. Employee The Executive shall not during Employee’s employment with the Company and not, during the one-year period after commencing on the Effective Date and ending on the latest to occur of (i) the fifth (5th) anniversary of the date of the Closing, or (ii) the second (2nd) anniversary of the date of termination of Employeethe Executive’s employment with the Company for any reason whether such termination occurs during the Term or thereafter (together, the “Restricted Period”), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiringhiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliateCompany, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliateCompany; (iii) Solicitingsoliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contactpartner, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one year prior to the Date of Termination, to Employeethe Executive’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of the Executive’s termination of Employee’s employment with the Company; orCompany (in each case where the Executive participates in such relationship or potential relationship or where the Executive has had access to Confidential Information regarding such relationship); (iv) Performing performing services as an employee, director, officer, consultant, independent contractor or advisor of, to; or investing in, in (whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to to), any Prohibited Entity healthcare real estate investment trust (as defined below“REIT”); , or performing services as an employeeany person which owns in excess of five percent (5%) of the issued and outstanding equity interest of a healthcare REIT, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete competes with the Company anywhere in the United States. Nothing in this Section 3(b)(iv(iv) shall, however, restrict Employee the Executive from (A) making an investment in and owning owning, directly or indirectly, up to two percent (2% %) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the Executive the right or ability to control or influence the policy decisions of any direct competitor; or (v) owning, directing, managing, developing, leasing, operating or supervising, or working or performing any services, including consulting or advisory services, for any business or person that, directly or indirectly, owns, directs, manages, develops, leases, operates, or supervises for, any healthcare real estate property, healthcare asset, healthcare facility, or healthcare community, including (Bwhether inpatient or outpatient) except any medical office, ambulatory care/surgery, hospital (specialty, short/general term acute, long term acute, psychiatric), diagnostic center, emergency centers, medical centers located in retail businesses and MRI centers. Nothing in this Section (v) shall, however, restrict the Executive from making an investment in and owning, directly or indirectly, up to two percent (2%) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give the Executive the right or ability to control or influence the policy decisions of any direct competitor. Notwithstanding anything to the contrary set forth in this Agreement, the Executive’s existing investments in real estate that are leased to two retail stores, as provided in Section 3(c) belowpreviously disclosed to the Company, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or nursing facility). For purposes will be deemed not to violate any provision of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee Executive shall not during Employee’s employment with the Company Term, and during the one-year period after the termination of Employee’s Executive's employment with the Company for any reason (the “"Restricted Period”"), either directly or indirectly (through another business or person) engage in or facilitate any of the following activities anywhere in the United States: (i) Hiringhiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliatesubsidiary, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate subsidiary to terminate his or her relationship with the Company or any Subsidiary or affiliatesubsidiary; (iii) Solicitingsoliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager tenant or any proposed employee, customer, tenant, operator or manager tenant with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who which at any time during the period commencing one year prior to the Date of Termination, to Employee’s the Executive's knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate subsidiary or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employee’s employment with the Companyrelationship; or (iv) Performing performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity healthcare REIT (as defined belowreal estate investment trust); , or performing services as an employeeany person which owns in excess of five percent of the issued and outstanding equity interest of a healthcare REIT, director, officer, consultant, independent contractor or advisor of any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete competes with the Company anywhere in the United States. Nothing in this Section 3(b)(iv(iv) shall, however, restrict Employee Executive from (A) making an investment in and owning up to 2% one-percent (1%) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee Executive the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that which provides healthcare goods or services other than leasing or financing of otherwise providing real estate and related personal property (for example, a hospital or nursing facilityhospital). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than 20% of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.

Noncompetition, Nonsolicitation, Noninterference. Employee shall not during Employee’s employment with the Company and during the one-one (1) year period after the termination of Employee’s employment with the Company for any reason (the “Restricted Period”), either directly or indirectly (through another business or person) ), engage in or facilitate any of the following activities anywhere in the United States: (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Employee from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or any proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one (1) year prior to the Date of TerminationSeparation, to Employee’s knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Employee’s employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor of, advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in or a connection to any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor of to any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Employee from (A) making an investment in and owning up to two percent (2% %) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Employee the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or a nursing facility). For purposes of this Agreement, a “Prohibited Entity” is any company, entity or person that derives more than twenty percent (20% %) of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company.