Common use of Prohibited Activity Clause in Contracts

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is (A) prior to the Executive's termination of employment with the Company, (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated healthcare services in markets where the Company or its subsidiaries own, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated healthcare services can include but are not limited to (A) individual Physician Practices and/or physician-based organizations such as primary care and specialty clinics, physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician medical groups and (B) ambulatory programs such as home health care, ambulatory surgery, occupational and sports medicine centers, and other diagnostic, rehabilitative and treatment services. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's. The Board may modify, from time to time, the definition of Primary Business to include any additional business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification (the "Notice Date"); PROVIDED, HOWEVER, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement;

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is is; (A) prior to the Executive's termination of employment with the Company, ; (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason Reason; and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 20 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician Podiatric Physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated Podiatric healthcare services in markets where the Company or its subsidiaries own, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated Podiatric healthcare services can include but are not limited to to; (A) individual Podiatric Physician Practices and/or Podiatric physician-based organizations such as primary care and specialty clinics, physicianPodiatric Physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician Podiatric Physician medical groups groups; and (B) ambulatory programs such as home health care, ambulatory surgery, occupational and sports medicine centers, and other diagnostic, rehabilitative and treatment servicesservices for Podiatric patients. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's. The Board may modify, from time to time, the definition of Primary Business to include any additional Podiatric business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any Podiatric business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification modification, (the "Notice Date"); ) PROVIDED, HOWEVER, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is is; (A) prior to the Executive's termination of employment with the Company, ; (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason Reason; and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 20 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician Podiatric Physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated Podiatric healthcare services in markets where the Company or its subsidiaries own, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated Podiatric healthcare services can include but are not limited to to; (A) individual Podiatric Physician Practices and/or Podiatric physician-based organizations such as primary care and specialty clinics, physicianPodiatric Physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician Podiatric Physician medical groups groups; and (B) ambulatory programs such as home health care, ambulatory surgery, occupational and sports medicine centers, and other diagnostic, rehabilitative and treatment servicesservices for Podiatric patients. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's. The Board may modify, from time to time, the definition of Primary Business to include any additional Podiatric business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any Podiatric business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification modification, (the "Notice Date"); ) PROVIDED, HOWEVER, ,that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is (A) prior to the Executive's termination of employment with the Company, (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated healthcare services in markets where the Company or its subsidiaries ownown hospitals and/or skilled nursing facilities ("SNFs") with the hospital serving as the hub of the local delivery system in conjunction with its physician medical staff. In addition to inpatient acute care, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated healthcare psychiatric care, and skilled nursing care, these services can include but are not limited to (A) individual Physician Practices physician practices and/or physician-based organizations such as primary care and specialty clinics, physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician medical groups and (B) ambulatory programs such as home health care, ambulatory surgery, psychiatric services, occupational and sports medicine centers, psychiatric after-care and day care programs, and other diagnostic, rehabilitative and treatment services. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practicehub hospital's geographic service area and to serve 17 as access points and/or referral sources for either the local delivery system or the Physician Practice'shub hospital. The Board may modify, from time to time, the definition of Primary Business to include any additional business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification (the "Notice Date"); PROVIDED, HOWEVER, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is (A) prior to the Executive's termination of employment with the Company, (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated healthcare services in markets where the Company or its subsidiaries ownown hospitals and/or skilled nursing facilities ("SNFs") with the hospital serving as the hub of the local delivery system in conjunction with its physician medical staff. In addition to inpatient acute care, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated healthcare psychiatric care, and skilled nursing care, these services can include but are not limited to (A) individual Physician Practices physician practices and/or physician-based organizations such as primary care and specialty clinics, physician-hospital organizations ("PMOsPHOs") or medical service organizations ("MSOs"), or physician medical groups and (B) ambulatory programs such as home health care, ambulatory surgery, psychiatric services, occupational and sports medicine centers, psychiatric after-care and day care programs, and other diagnostic, rehabilitative and treatment services. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice'shub hospital. The Board may modify, from time to time, the definition of Primary Business to include any additional business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification (the "Notice Date"); PROVIDED, HOWEVER, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is (A) prior to the Executive's termination of employment with the Company, (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated healthcare services in markets where the Company or its subsidiaries ownown hospitals and/or skilled nursing facilities ("SNFs") with the hospital serving as the hub of the local delivery system in conjunction with its physician medical staff. In addition to inpatient acute care, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated healthcare psychiatric care, and skilled nursing care, these services can include but are not limited to (A) individual Physician Practices physician practices and/or physician-based organizations such as primary care and specialty clinics, physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician medical groups and (B) ambulatory programs such as home health care, ambulatory surgery, psychiatric services, occupational and sports medicine centers, psychiatric after-care and day care programs, and other diagnostic, rehabilitative and treatment services. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice'shub hospital. The Board may modify, from time to time, the definition of Primary Business to include any additional business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification (the "Notice Date"); PROVIDEDprovided, HOWEVERhowever, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDEDprovided, FURTHERfurther, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is (A) prior to the Executive's termination of employment with the Company, (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive (other than for Good Reason Reason) and (Cc) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive (other than for Good Reason.): (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated healthcare services in markets where the Company or its subsidiaries ownown hospitals and/or skilled nursing facilities ("SNFs"), operate or manage Physician Practices or Ambulatory Surgery Centerswith the hospital serving as the hub of the local delivery system in conjunction with its physician medical staff. These integrated healthcare In addition to inpatient acute care, psychiatric care, and skilled nursing care, these services can include but are not limited to (A) individual Physician Practices physician practices and/or physician-physician based organizations such as primary care and specialty clinics, physician-hospital organizations ("PMOsPHOs") or medical service organizations ("MSOs"), or physician medical groups and (B) ambulatory programs such as home health care, ambulatory surgery, psychiatric services, occupational and sports medicine centers, psychiatric after-care and day care programs, and other diagnostic, rehabilitative and treatment services. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practicehub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice'shub hospital. The Board may modify, from time to time, the definition of Primary Business to include any additional business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any business or service into which, as of the Termination Date, the Company definitively intends to expand, expand regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification (the "Notice Date"); PROVIDEDprovided, HOWEVERhowever, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDEDprovided, FURTHERfurther, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement;).

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is (A) prior to the Executive's termination of employment with the Company, (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive (other than for Good Reason Reason) and (Cc) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive (other than for Good Reason.): (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated healthcare services in markets where the Company or its subsidiaries ownown hospitals and/or skilled nursing facilities ("SNFs"), operate or manage Physician Practices or Ambulatory Surgery Centerswith the hospital serving as the hub of the local delivery system in conjunction with its physician medical staff. These integrated healthcare In addition to inpatient acute care, psychiatric care, and skilled nursing care, these services can include but are not limited to (A) individual Physician Practices physician practices and/or physician-physician based organizations such as primary care and specialty clinics, physician-hospital organizations ("PMOsPHOs") or medical service organizations ("MSOs"), or physician medical groups and (B) ambulatory programs such as home health care, ambulatory surgery, psychiatric services, occupational and sports medicine centers, psychiatric after-care and day care programs, and other diagnostic, rehabilitative and treatment services. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practicehub hospital's geographic service area 13 and to serve as access points and/or referral sources for either the local delivery system or the hub hospital's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice'shub hospital. The Board may modify, from time to time, the definition of Primary Business to include any additional business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may shall also be modified to include any business or service into which, as of the Termination Date, the Company definitively intends to expand, expand regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification (the "Notice Date"); PROVIDEDprovided, HOWEVERhowever, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDEDprovided, FURTHERfurther, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement;).

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is is; (A) prior to the Executive's termination of employment with the Company, ; (B) within the two years following the termination of his employment with the Company during the Initial Term if is such termination is by the Company for Cause or by the Executive other than for Good Reason Reason; and (C) within one year following his termination of employment during the Term but after the Initial Term if of such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 20 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician Podiatric Physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated Podiatric healthcare services in markets where the Company or its subsidiaries own, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated Podiatric healthcare services can include but are not limited to to; (A) individual Podiatric Physician Practices and/or Podiatric physician-based organizations such as primary care and specialty clinics, physicianPodiatric Physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician Podiatric Physician medical groups groups; and (B) ambulatory programs such as home health care, ambulatory surgery, occupational and sports medicine centers, and other diagnostic, rehabilitative and treatment servicesservices for Podiatric patients. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's. The Board may modify, from time to time, the definition of Primary Business to include any additional Podiatric business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any Podiatric business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification modification, (the "Notice Date"); ) PROVIDED, HOWEVER, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is is; (A) prior to the Executive's termination of employment with the Company, ; (B) within the two years following the termination of his employment with the Company during the Initial Term if is such termination is by the Company for Cause or by the Executive other than for Good Reason Reason; and (C) within one year following his termination of employment during the Term but after the Initial Term if of such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 20 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician Podiatric Physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated Podiatric healthcare services in markets where the Company or its subsidiaries own, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated Podiatric healthcare services can include but are not limited to to; (A) individual Podiatric Physician Practices and/or Podiatric physician-based organizations such as primary care and specialty clinics, physicianPodiatric Physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician Podiatric Physician medical groups groups; and (B) ambulatory programs such as home health care, ambulatory surgery, occupational and sports medicine centers, and other diagnostic, rehabilitative and treatment servicesservices for Podiatric patients. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's. The Board may modify, from time to time, the definition of Primary Business to include any additional Podiatric business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any Podiatric business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification modification, (the "Notice Date"); ) PROVIDED, HOWEVER, ,that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);

Prohibited Activity. Without the written consent of a majority of the Independent Directors, the Executive may not engage in any of the following actions during the period that is is; (A) prior to the Executive's termination of employment with the Company, ; (B) within the two years following the termination of his employment with the Company during the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason Reason; and (C) within one year following his termination of employment during the Term but after the Initial Term if such termination is by the Company for Cause or by the Executive other than for Good Reason. (i) own, either directly or indirectly, any interest in any business that competes with the "Primary Business" in which the Company or any subsidiary or affiliate is engaged, within a radius of 30 20 miles from any site, facility, or location which is owned, managed or operated by or affiliated with the Company or any of its subsidiaries and affiliates, including physician Podiatric Physician practices of any kind. For purposes of this Agreement, "Primary Business" shall mean the delivery of integrated Podiatric healthcare services in markets where the Company or its subsidiaries own, operate or manage Physician Practices or Ambulatory Surgery Centers. These integrated Podiatric healthcare services can include but are not limited to to; (A) individual Podiatric Physician Practices and/or Podiatric physician-based organizations such as primary care and specialty clinics, physicianPodiatric Physician-hospital organizations ("PMOs") or medical service organizations ("MSOs"), or physician Podiatric Physician medical groups groups; and (B) ambulatory programs such as home health care, ambulatory surgery, occupational and sports medicine centers, and other diagnostic, rehabilitative and treatment servicesservices for Podiatric patients. Some of these services, sites and facilities may be located in satellite areas for the purpose of extending the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's geographic service area and to serve as access points and/or referral sources for either the local delivery system or the Physician Practice's. The Board may modify, from time to time, the definition of Primary Business to include any additional Podiatric business or service activity in which the Company may engage during the Term or to exclude any business or service in which the Company ceases to engage. The definition of "Primary Business" may also be modified to include any Podiatric business or service into which, as of the Termination Date, the Company definitively intends to expand, regardless of whether such expansion actually occurs after the Executive's termination. For purposes of the preceding sentence, the date on which a modification of the definition of "Primary Business" shall be effective shall be the date on which the Executive is provided written notice of such modification modification, (the "Notice Date"); ) PROVIDED, HOWEVER, that no such modification as to which notice is provided on or after the Termination Date shall be effective against the Executive; and PROVIDED, FURTHER, that no such modification shall be effective with respect to any interests, investments or business activities engaged in by Executive prior to the Notice Date of such modification and properly disclosed prior to such Notice Date pursuant to Section 10(a) or in the Asset Purchase Agreement);