Common use of Noncompetition Clause in Contracts

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The During the term hereof and during the period Employee acknowledges that receives payments under Section 6(e), the Employee will not (i) the Employee performs services engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by in any business activities which (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensationA) or render services, including, without limitation, brokerage or advisory services, relate to any person, firm, corporation or other entity, in whatever form, engaged in the economy motel business of acquiring, owning, leasing and/or financing healthcare properties (the “BusinessDesignated Industry”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of employmentsuch termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. In addition, The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of acquiring, owning, owning and leasing and/or financing healthcare properties (the “Business”) agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $100,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date within or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the business Company or any of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) its subsidiaries or affiliates in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination date or in which they have plannedthe Board has considered, on or prior to such date, to be have the Company or any of its subsidiaries or affiliates become engaged in on or after such date within date, in Oklahoma and the Restricted Territory (defined below)Texas Panhandle, and any basin or area in which the Company’s Board has actively considered having the Company operate during the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (i) During the Employee performs services of a unique nature for Employment Period and until the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course 12-month anniversary of the Employee’s 's Date of Termination if the Employee's employment is terminated by a competitorthe Company for Cause or the Employee terminates employment without Good Reason, the Employee would inevitably use shall not engage in or disclose such Confidential Informationbecome associated with any Competitive Activity. For purposes of this Section 8.2, (iv) a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company and its affiliates have has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or any substantial relationships with their customers and part of the Company's business. The Employee has had and will continue shall be considered to have access to these customersbecome "associated with a Competitive Activity" if he becomes involved as an owner, (v) the Employee has received and will receive specialized training from the Company and its affiliatesemployee, and (vi) the Employee is expected to generate goodwill officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the Company and its affiliates in the course rendition of the Employee’s employment. Accordingly's personal services, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firmindividual, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, organization that is engaged in a Competitive Activity and his involvement relates to a significant extent to the business Competitive Activity of acquiringsuch entity; provided, owninghowever, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit that the Employee shall not be prohibited from (ia) being a passive owner of not more owning less than five one percent (51%) of the equity securities of a any publicly traded corporation, whether or not such corporation engaged in a business that is in competition with the Company or any (b) serving as a director of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, a corporation or other entity in the same capacity in primary business of which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunderis not a Competitive Activity. If, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In additionat any time, the provisions of this Section 10(b8(a) shall not be violated determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108.2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not: (i) the Employee performs services engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of a unique nature for any other business organization, in any business activities which are directly competitive with the Company that are irreplaceable, and that which were either conducted by the Company at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company, "Designated Industry"); (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company or in the Designated Industry any customer of its affiliatesEmployee or, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's non-competition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted," as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) During the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course term of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company hereunder and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one Designated Period (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination after termination of the Employee’s employment hereunder, as long as the Employee will not (a) the Board has been apprised anywhere within any county in which any Company conducts business, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than one percent (1%) of the identity ofcommon stock of any publicly traded corporation), and partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that provides the same or any substantially similar services or products offered by any of the Companies during the term of the Employee’s role with, such firm, corporation employment or other entity and (b) at the Board has previously approved in writing time of the Employee’s role with termination or that any Company has notified the Employee at any time prior to the time of such firm, corporation or other entity, in termination that it proposes to conduct and for which any of the case of both (a) and (b)Companies have, prior to the Employee’s termination time of such termination, expended substantial resources (the “Designated Industry”), or (b) solicit any employee of any of the Companies to leave its employ for alternative employment, or hire or offer employment to any person to whom the Employee actually knows any of the Companies has offered employment. In additionFor purposes hereof, the term “Designated Period” shall mean twenty-four (24) months. The Employee acknowledges that the provisions of this Section 10(b) §9 are essential to protect the business and goodwill of the Companies. The Employee will continue to be bound by the provisions of this §9 until their expiration and shall not be violated entitled to any compensation from the Employer with respect thereto except as provided above. If at any time the provisions of this §9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this §9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee agrees that this §9 as so amended shall be valid and such subsidiarybinding as though any invalid or unenforceable provision had not been included herein. The Employee hereby acknowledges that he has agreed to be bound by the provisions of this §9 in consideration for the compensation, division or unit does not engage in a business in competition with severance and other benefits to be provided by the Company or any of its affiliates; and (ii) Employer to the Employee informs such entity pursuant to the terms of the restrictions contained in this Section 10Agreement.

Noncompetition. The Employee acknowledges that (i) During the Employee performs services of a unique nature for the Company that are irreplaceable, term hereof and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of until one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the after termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, the Employee will not (i) engage directly or indirectly, alone or as long as (a) the Board has been apprised a shareholder, partner, officer, director, employee or consultant of the identity of, and the Employee’s role with, such firm, corporation or any other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entitybusiness organization, in any business activities which (A) relate to the case of both economy motel business (athe “Designated Industry”) and (b), B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of employmentsuch termination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. In addition, The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to be bound by the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee has no active participation in the business of such corporation or (ii) owningcorporation. For purposes hereof, managing, operating, controlling, or being employed by the term “Competitive Business” shall mean any firm, corporation or other entity business involved in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business net leased real estate investment industry in competition with the Company or any of its affiliates so long as: (i) and the term “Employee’s Termination” shall mean the date the Employee and such subsidiary, division or unit does not engage in a business in competition with ceases to be employed by the Company for whatever reason, whether voluntarily or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10involuntarily.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of acquiring, owning, owning and leasing and/or financing healthcare properties (the “Business”) agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $50,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date within or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Restricted Territory (defined below)Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The During the term hereof and until one year after termination of the Employee's employment hereunder, the Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services of a unique nature for economy motel business (the Company that are irreplaceable, "Designated Industry") and that (B) were either conducted by the Employer prior to the Employee’s performance 's termination or proposed to be conducted by the Employer at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer in the Designated Industry. The Employee's noncompetition obligations hereunder will not preclude the Employee has had and from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Employee will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment be bound by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Employer with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) matter; and the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that During the term hereof and for twelve (12) months thereafter, the Executive will not (i) the Employee performs services engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of a unique nature for any other business organization, in any business activities (A) related to publicly traded or private hotel REIT in North America (“Designated Industry) and (B) that were either conducted by the Company that are irreplaceable, prior to the Executive’s termination and that directly competitive with the Employee’s performance Company or proposed to be conducted by the Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) divert to any competitor of the Employee has had and Company in the Designated Industry any business opportunity of the Executive, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. It is expressly agreed that (A) above shall not apply in the instance of termination for cause. The Executive’s noncompetition obligations hereunder will not preclude the Executive from owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. The Executive will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment be bound by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) 8 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. Further, during and following employment hereunder, Executive shall not be violated by the Employee commencing employment with a subsidiary, division publicly or unit of any entity that engages in a business in competition with privately make disparaging statements concerning the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10, directors, officers, employees or representatives.

Noncompetition. The Employee acknowledges that During the period of the Executive's employment by or with the Company and for two years after termination of the Executive's employment hereunder, so long as the Company is not in breach of its obligations under this Agreement, the Executive will not, for any reason whatsoever (i) engage directly or indirectly, alone or as a shareholder, owner, partner, officer, director, sales representative, employee or consultant in, of or to any temporary employment, "PEO" or staff leasing, permanent placement or human resource outsourcing or consulting services or other business activities which are competitive with any business owned or operated or being actively considered to be owned or operated by Company or any subsidiary prior to the Employee performs services of a unique nature for Executive's termination or at the Company that are irreplaceable, and that the Employee’s performance time of such services to termination (a competing business will result in irreparable harm to the Company, "Designated Business"); (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company or any subsidiary in a Designated Business any customer of its affiliates, the Company or any subsidiary; (iii) in the course solicit or encourage any officer, employee, or consultant of the Employee’s Company or any subsidiary to leave its employ for employment by or with any competitor of the Company or any subsidiary in a competitor, the Employee would inevitably use Designated Business; or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customerscall upon any prospective acquisition candidate, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s Executive's own behalf or on behalf or in conjunction with of any personcompetitor, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory serviceswhich candidate was, to the Executive's knowledge, either called upon by the Company or any person, firm, corporation subsidiary or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in with respect to which the Company or any subsidiary made an acquisition analysis, for the purposes of its affiliates is engaged on acquiring such entity. The parties hereto acknowledge that the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within Executive's noncompetition obligations hereunder will not preclude the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more owning less than five percent (5%) 1% of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed Designated Business. The Executive will continue to be bound by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 8 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in Executive agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until two years after termination of Employee's employment hereunder, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services acquisition and consolidation of a unique nature for medical practices (the "Designated Industry") and (B) were either conducted by the Company that are irreplaceable, and that prior to Employee's termination or proposed to be conducted by the Employee’s performance Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owning, managing, operating, controlling, serving as an officer or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in which the Employee was engaged immediately prior to the Termination healthcare industry whose business operations are not competitive with those of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior Company. Employee will continue to the Employee’s termination of employment. In addition, be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of Until one (1) year thereafterafter termination of Employee's employment hereunder, the Employee agrees that the Employee will notnot (i) engage directly or indirectly, whether on the Employee’s own behalf alone or on behalf as a shareholder, partner, officer, director, employee or in conjunction with consultant of any person, firm, partnership, joint venture, association corporation or other business organization, directly in any business activities which relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or indirectly"Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), own(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, manageor (iii) solicit or encourage any officer, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether consultant of the Company to leave its employ for employment by or not for compensation) or render services, including, without limitation, brokerage or advisory services, to with any person, firm, corporation or other entity, in whatever form, engaged competitor of the Company in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Designated Industry. Notwithstanding the foregoing, nothing herein shall prohibit the The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted," as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until two years after termination of Employee's employment hereunder, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services acquisition and consolidation of a unique nature for medical practices (the "Designated Industry") and (B) were either conducted by the Company that are irreplaceable, and that prior to Employee's termination or proposed to be conducted by the Employee’s performance Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other serving as an officer of an entity engaged in the same capacity in which the Employee was engaged immediately prior to the Termination healthcare industry whose business operations are not competitive with those of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior Company. Employee will continue to the Employee’s termination of employment. In addition, be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until two years after termination of Employee's employment hereunder, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services acquisition, consolidation or management of a unique nature for orthodontic practices (the "Designated Industry") and (B) were either conducted by the Company that are irreplaceable, and that prior to Employee's termination or proposed to be conducted by the Employee’s performance Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee has had and from owning less than 2 % of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment be bound by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 1 0 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 101 0 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The During his employment with the Company pursuant to this Agreement, Employee acknowledges that will not knowingly and intentionally (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationengage, directly or indirectly, ownalone or as a partner, manageofficer, operatedirector, control, invest in, be employed by (whether as an employee, consultant, independent contractor employee or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business consultant of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business organization, in which any business activities that are substantially and directly competitive with the business activities then conducted by the Company or (the "Designated Industry"), (ii) divert to any competitor of its affiliates is engaged the Company in the Designated Industry any customer of Employee, which diversion has a material adverse effect on the termination date Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry, which they officer, employee or consultant so enters such competitor's employment and which occurrence has a material adverse effect on the Company, provided that Employee shall not be deemed to have planned, on breached his obligations under clause (ii) or prior to (iii) of the preceding sentence if Employee takes such date, to be engaged action in on or after a good faith belief that such date within action is in the Restricted Territory (defined below)best interests of the Company. Notwithstanding the foregoing, nothing herein shall prohibit the The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a or other Person conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation or Designated Industry, (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, employee of a corporation or other entity Person engaged in the same capacity in which the Employee was engaged immediately prior to the Termination healthcare industry whose business operations are not substantially and directly competitive with those of the Employee’s employment hereunderCompany, as long as (aiii) serving on the Board has been apprised board of directors of any business or corporation on which he is serving on the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentdate hereof. In addition, If at any time the provisions of this Section 10(b) shall not 10 are determined to be violated invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services Until two years after termination of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, Employee will not (i) engage directly or indirectly, alone or as long as (a) the Board has been apprised a shareholder, partner, officer, director, employee or consultant of the identity of, and the Employee’s role with, such firm, corporation or any other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entitybusiness organization, in any business activities which (A) relate to the case acquisition, consolidation or management of both a hearing aid or hearing diagnostic business (athe “Designated Industry”) and (b), B) were either conducted by the Company prior to the Employee’s termination or proposed to be conducted by the Company at the time of employmentsuch termination, (ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. In addition, The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude Employee from owning less than 2 % of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee will continue to be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that For two years after termination of the Executive's employment hereunder, the Executive will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (a) relate to the Employee performs services ownership or operation of a unique nature for business owned or proposed to be owned by Company (the "Designated Business"), and (b) were either conducted by the Company that are irreplaceable, and that prior to the Employee’s performance Executive's termination or proposed to be conducted by the Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) divert to any competitor of the Employee has had and Company in the Designated Business any customer of the Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Business. The parties hereto acknowledge that the Executive's noncompetition obligations hereunder will not preclude the Executive from owning less than 1% of the common stock of any publicly traded corporation conducting business activities in the Designated Business. The Executive will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment be bound by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in Executive agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until two years after termination of Employee's employment hereunder, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for medical practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or Proposed to be Conducted (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the CompanyDesignated Industry), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity healthcare industry whose business operations are not competitive with those of the Company, provided that if during the term of this Agreement Employee is serving as an officer, director or employee of another entity, the amount of time spent by Employee in connection with such service taken together with the amount of consulting time spent by Employee in accordance with Section 11 shall not exceed 10% of his professional time or two (2) days per month. _Proposed to be Conducted_, as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. The parties hereto acknowledge and agree that the provisions of this Section 9 shall not be violated by the Employee commencing employment with a subsidiaryapply if this Agreement is terminated pursuant to Section 6(d) hereof; provided, division or unit of any entity further, however, that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 109 shall apply if this Agreement is terminated pursuant to Section 6(b)(iv) hereof notwithstanding that such termination shall also constitute a termination of this Agreement pursuant to Section 6(d) hereof.

Noncompetition. The Until one year after termination of Employee's employment hereunder for any reason, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which (A) relate to the Employee performs services acquisition and consolidation of a unique nature for medical practices (the "Designated Industry") and (B) were either conducted by the Company that are irreplaceable, and that prior to Employee's termination or proposed to be conducted by the Employee’s performance Company at the time of such services to a competing business will result in irreparable harm to the Companytermination, (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owning, managing, operating, controlling, serving as an officer or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in which the Employee was engaged immediately prior to the Termination healthcare industry whose business operations are not competitive with those of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior Company. Employee will continue to the Employee’s termination of employment. In addition, be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges During the Employment Term and until the second anniversary of the Executive’s Date of Termination (the “Non-Compete Period”), the Executive shall not engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a “Competitive Activity” shall mean any business that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services directly competes to a competing business will result in irreparable harm to significant degree with all or any substantial part of any of the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against businesses of the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or subsidiaries in any other business state in which the Company or any of its affiliates is engaged on the termination date subsidiaries has significant business operations. The Executive shall be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in which they have planned, on or prior to such date, to be engaged in on or after such date within any other capacity calling for the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) rendition of the equity securities of a publicly traded Executive’s personal services, with any individual, partnership, corporation or other organization that is engaged in a business Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Executive shall not be prohibited from (a) owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company or any (b) serving as a director of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, a corporation or other entity in the same capacity in primary business of which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunderis not a Competitive Activity. If, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In additionat any time, the provisions of this Section 10(b9(b) shall not be violated determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9(b) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee commencing court or other body having jurisdiction over the matter; and the Executive agrees that this Section 9(b) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Until the second anniversary of the Executive’s Date of Termination, the Executive shall be required to provide a copy of this Section 9 to any person or entity with respect to which the Executive may become associated in any capacity. Notwithstanding the foregoing, the Non-Compete Period for purposes of this Section 9(b) shall end on the first anniversary of the Executive’s Date of Termination if the Executive voluntarily terminates employment immediately after the expiration of the Agreement due to the Company’s provision of a Non-Renewal Agreement. Notwithstanding the foregoing, the Executive may request that the Board consent to the waiver of the application of this Section 9(b) with a subsidiary, division respect to the Executive’s association during the Non-Compete Period with any cable television company that is not in direct competition (as determined in good faith by the Board) with any actual or unit planned operations of any entity that engages in a business in competition with the Company or any of its affiliates affiliates. If the Board so long as: consents (i) the Employee and which such subsidiaryconsent shall not unreasonably be withheld), division or unit does not engage in a business in competition with the Company or shall immediately be released from any of its affiliates; obligation to make Severance Payments to the Executive and (iiall Company obligations under Section 8(b)(iii) the Employee informs such entity of the restrictions contained in this Section 10shall immediately terminate.

Noncompetition. The Employee acknowledges that (i) the Employee performs services Until two years after termination of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, Employee will not (i) engage directly or indirectly, alone or as long as (a) the Board has been apprised a shareholder, partner, officer, director, employee or consultant of the identity of, and the Employee’s role with, such firm, corporation or any other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entitybusiness organization, in any business activities which (A) relate to the case acquisition, consolidation or management of both a hearing aid or hearing diagnostic business (athe “Designated Industry”) and (b), B) were either conducted by the Company prior to the Employee’s termination or proposed to be conducted by the Company at the time of employmentsuch termination, (ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. In addition, The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude Employee from owning less than 2% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee will continue to be bound by the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 8 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of Until one (1) year thereafterafter termination of Employee's employment hereunder, the Employee agrees that the Employee will notnot (i) engage directly or indirectly, whether on the Employee’s own behalf alone or on behalf as a shareholder, partner, officer, director, employee or in conjunction with consultant of any person, firm, partnership, joint venture, association corporation or other business organization, directly in any business activities which relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or indirectly"Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), own(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, manageor (iii) solicit or encourage any officer, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether consultant of the Company to leave its employ for employment by or not for compensation) or render services, including, without limitation, brokerage or advisory services, to with any person, firm, corporation or other entity, in whatever form, engaged competitor of the Company in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below)Designated Industry. Notwithstanding the foregoing, nothing herein shall prohibit the The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 9 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 109 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs services acquisition and consolidation of a unique nature for dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 10 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 1010 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.

Noncompetition. The Employee acknowledges Executive agrees that he will not engage in Competition (ias defined below) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to while he is employed by the Company, (ii) and if he voluntarily resigns from the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against employ of the Company or any of its affiliates, (iii) in other than pursuant to a Constructive Discharge prior to the course first anniversary of the Employee’s employment by a competitorEffective Date, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one twelve months after such termination of employment. In the event that the Executive engages in Competition within the twelve-month period immediately following the termination of his employment with the Company for any reason (1including any termination prior to the first anniversary of the Effective Date), (i) year thereafterhis Initial Options shall be immediately forfeited to the extent not previously exercised and (ii) he shall forfeit (or, in the case of prior payment to the Executive, shall repay together with interest at the Applicable Federal Rate, determined in accordance with Section 1274(d) of the Internal Revenue Code or any successor provision thereto) a pro rata portion of the severance benefits provided for in Section 5(d)(i) and/or Section 5(d)(ii). Such pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive engages in Competition and the first anniversary of his last day of employment by the Company, divided by (y) 365. Except as otherwise provided with respect to Competition following a voluntary resignation prior to the first anniversary of the Effective Date, the Employee agrees that Company's sole remedy for the Employee will not, whether on breach of this Section shall be as set forth in the Employee’s own behalf or on behalf or preceding two sentences. The Executive shall be deemed to be engaging in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, "Competition" if he directly or indirectly, ownowns, managemanages, operateoperates, controlcontrols or participates in the ownership, invest management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, or has any financial interest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, business engaged in the financial services business of acquiring, owning, leasing and/or financing healthcare properties (in the “Business”) or in any other business states in which the Company or any its subsidiaries or affiliates operate a commercial banking or other material financial services business which is a material part of its affiliates such business and is engaged on in material competition with the business conducted by the Company at the time of the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition his employment with the Company or any its subsidiaries or affiliates. Ownership for personal investment purposes only of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination less than 2% of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting stock of the identity of, and the Employee’s role with, such firm, any publicly held corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with constitute a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10violation hereof.

Noncompetition. The Until one year after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee acknowledges that will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Employee performs acquisition and consolidation of, or consulting, management or similar services of a unique nature for for, dental practices which were either conducted by the Company that are irreplaceable, and that at the time of Employee’s performance 's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such services to a competing business will result in irreparable harm to termination (the Company"Designated Industry"), (ii) the Employee has had and will continue divert to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against any competitor of the Company in the Designated Industry any customer of Employee, or any of its affiliates, (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the course of the Designated Industry. The parties hereto acknowledge that Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and 's noncompetition obligations hereunder will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Restricted Territory (defined below). Notwithstanding the foregoing, nothing herein shall prohibit the preclude Employee from (i) being a passive owner of not more owning less than five percent (5%) % of the equity securities common stock of a any publicly traded corporation engaged in a conducting business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation activities in the business of such corporation Designated Industry or (ii) owningserving as an officer, managingdirector, operating, controlling, stockholder or being employed by any firm, corporation or other employee of an entity engaged in the same capacity in healthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", as used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Employee was engaged immediately prior Company takes material action to the Termination implement within 12 months of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of Employee's employment. In addition, Employee will continue to be bound by the provisions of this Section 10(b) shall 8 until their expiration and will not be violated entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 8 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in agrees that this Section 108 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein.