Common use of Restricted Activities Clause in Contracts

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year 1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. As a condition to and in consideration of the Executive’s continued employment and the terms and conditions of this Agreement, including the Severance Benefits and the grant of options, the Executive agrees that some the following restrictions on the Executive’s activities during and after the Executive’s employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While the Executive is employed by the Company or any Affiliate of the Company, and for twenty-four the greater of (24i) twelve (12) months after the Executive’s employment terminates for any reason, whether before or after (ii) the Expiration Date Severance Period (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the business of the Company or any of its subsidiaries Affiliates in any location where geographic area in which the Company or any of its subsidiaries conducts Affiliates does business (a “Competitive Business”) or (ii) undertake any is actively planning for any Competitive Business. With to do business during the Executive’s employment, or with respect to the portion of the Non-Competition Period that follows the termination of the Executive’s termination of employment, at the determination time the Executive’s employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of whether a business is a Competitive Business shall be made based on its Affiliates in the scope Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any biotech company in the field of inflammation and location fibrosis therapies (the “Restricted Field”), within the Restricted Area. During the Non-Competition Period, except as required for the proper performance of the businesses conducted or planned Executive’s duties and responsibilities to be conducted by the Company and its subsidiaries Affiliates, the Executive further agrees not to work for or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business in the Restricted Field. The foregoing shall not prohibit the Executive’s passive ownership of two percent (2%) or less of the date equity securities of such terminationany publicly traded company. (b) The Executive agrees that, during the Executive’s employment with the Company or any Affiliate of the Company, except with the consent of the Company Board, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would could reasonably give rise to a conflict of interest or otherwise interfere with the Executive’s duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that, during that while the Executive is employed by the Company or any Affiliate of the Company and for the greater of (i) twelve (12) months after the Executive’s employment terminates or (ii) the Severance Period (the “Non-Competition PeriodSolicitation Period “), except as required for the proper performance of the Executive’s duties and responsibilities to the Company and its Affiliates, the Executive will not solicitnot, hire, directly or attempt to indirectly solicit for employment or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)Affiliates, assist in such hiring by any Personsolicitating or hiring, encourage any such employee to terminate his or her such employee’s relationship with the Company or any of its Affiliates, Affiliates or solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates. . These restrictions shall apply (dy) Executive shall not, whether in writing only with respect to those Persons who are or orally, malign, denigrate, have been a customer or disparage employee of the Company or its Affiliates, or their respective predecessors and successors, or any of its Affiliates at any time within the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable lightimmediately preceding one-year period. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s his employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s his duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s his past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive acknowledges that during employment with the Company Executive has had access to Confidential Information which, if disclosed, would assist in competition against the Company and agrees that some the following restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by agrees that, during the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Severance Pay Period Executive shall will not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the Company within the United States or in any other country in which the Company is doing business. Specifically, but without limiting the foregoing, Executive agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employmentCompany, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses as conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, in planning during Executive’s employment with the Company, unless the Company agrees, in advance and in writing, signed by the Chief Executive Officer of the Company, to the Executive working or providing services for a specified Person. The Company will so agree provided that it determines, in its sole discretion, that the acceptance of a position with such Person by Executive or the provision of such work or services will not undertake result in the use or disclosure of Confidential Information. Executive agrees that the Company’s consent shall be acquired prior to accepting any outside activity, whether such position or not competitive with the commencing any business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere activity which could be inconsistent with Executive’s duties and obligations under this Agreement. Executive agrees to provide the Company or any of its Affiliateswith all information that it may reasonably request in order to make a determination as contemplated hereunder. (cb) Executive further agrees that, that during the Non-Competition Severance Pay Period, Executive will not solicitnot, hiredirectly or indirectly, or attempt to solicit or (i) hire any employee of the Company or seek to persuade any employee of its Affiliates (or any individual who was employed by the Company to discontinue employment or any of its Affiliates during the one (1ii) year period prior to Executive’s termination), assist in such hiring by any Person, solicit or encourage any such employee independent contractor providing services to the Company to terminate his or diminish its/his/her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor Company. (c) Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company or any and that each and every one of its Affiliates the restraints is reasonable in respect to terminate or diminish its relationship with themsubject matter, orlength of time and geographic area. Executive and the Company further agree that, in the case event that any provision of a customer, this Section 8 is determined by any court of competent jurisdiction to conduct with any Person any business or activity which such customer conducts with the Company or any be unenforceable by reason of its Affiliates. (d) Executive shall notbeing extended over too great a time, whether in writing too large a geographic area or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any too great a range of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend provision shall be deemed to portray any of be modified to permit its enforcement to the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable lightmaximum extent permitted by law. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Original Effective Date, the Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year 1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. The Executive acknowledges the highly competitive nature of the industry in which the Company and its subsidiaries are involved, and agrees that during his employment with the Company, he will have access to the Confidential Information of the Company and its subsidiaries, will benefit from the Company’s goodwill and will obtain a competitive advantage as to the Company, its subsidiaries, customers and prospective customers and employees. The Company agrees, in consideration of the Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade secrets and other Confidential Information of the Company and its Affiliates and to the Company’s valuable business relationships and goodwill. The Executive agrees that some restrictions on Executive’s his activities during and after Executive’s his employment therefore are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:subsidiaries. (a) While the Executive is employed by the Company and for twenty-four during the twelve (2412) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date immediately following termination thereof (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, engage in any business that owns or operates, directly or indirectly, any long-term acute care hospital, including without limitation any facility that meets or intends to meet the requirements in 42 C.F.R. §412.23(e) (ior any successor law, rule or regulation relating to long-term acute care hospitals) compete to qualify as a long-term care hospital, or undertake any planning for any such business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its subsidiaries in as conducted at any location where time during the Executive’s employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, an affiliated hospital, a service provider, or a supplier to the Company or any of its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Businesssubsidiaries. With respect to For the portion purposes of the Non-Competition Period that follows Executive’s termination of employmentthis Section 9, the determination business of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of shall include all Services and the date of such terminationExecutive’s undertaking shall encompass all items, products and services that may be used in substitution for Services. (b) The Executive agrees that, during Executive’s his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliatessubsidiaries, that would could reasonably give rise to a conflict of interest or otherwise interfere with Executive’s his duties and obligations to the Company or any of its Affiliatessubsidiaries. (c) The Executive further agrees that, that during the Non-Competition Period, the Executive will not solicit, hire, hire or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliatessubsidiaries, or solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates subsidiaries to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliatessubsidiaries. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. The Executive acknowledges the highly competitive nature of the industry in which the Company and its subsidiaries are involved, and agrees that during his employment with the Company, he will have access to the Confidential Information of the Company and its subsidiaries, will benefit from the Company’s goodwill and will obtain a competitive advantage as to the Company, its subsidiaries, customers and prospective customers and employees. The Executive agrees that some restrictions on Executive’s his activities during and after Executive’s his employment therefore are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:subsidiaries. (a) While the Executive is employed by the Company and for twenty-four during the eighteen (2418) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date immediately following termination thereof (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, engage in any business that owns or operates, directly or indirectly, any long-term acute care hospital, including without limitation any facility that meets or intends to meet the requirements in 42 C.F.R. §412.23(e) (ior any successor law, rule or regulation relating to long-term acute care hospitals) compete to qualify as a long-term care hospital, or undertake any planning for any such business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its subsidiaries in as conducted at any location where time during the Executive’s employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, an affiliated hospital, a service provider, or a supplier to the Company or any of its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Businesssubsidiaries. With respect to For the portion purposes of the Non-Competition Period that follows Executive’s termination of employmentthis Section 9, the determination business of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of shall include all Services and the date of such terminationExecutive’s undertaking shall encompass all items, products and services that may be used in substitution for Services. (b) The Executive agrees that, during Executive’s his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliatessubsidiaries, that would could reasonably give rise to a conflict of interest or otherwise interfere with Executive’s his duties and obligations to the Company or any of its Affiliatessubsidiaries. (c) The Executive further agrees that, that during the Non-Competition Period, the Executive will not solicit, hire, hire or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliatessubsidiaries, or solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates subsidiaries to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliatessubsidiaries. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. The Executive agrees that some restrictions on Executive’s his activities during and after Executive’s his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While the Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregateCompany, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturerventurer or otherwise compete with the Company in any location where the Company conducts business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive, or otherwisethat intends to compete with, the business of the Company as conducted or under consideration at any time during the Executive’s employment. Restricted activity includes, without limitation, accepting an employment, consulting or agency position with, or becoming an owner, partner, investor or co-venturer of, any direct competitor business of the Company or any Person who is, or at any time within twelve (i12) compete months prior to termination of the Executive’s employment has been, a customer of the Company and competes with the business of the Company. For the purposes of this Section 8, the business of the Company shall include all services performed by the Company and the Executive’s undertaking shall encompass all items and services that may be used in Company’s business. The provisions of Section 8(a) shall not be deemed breached as a result of the Executive’s passive ownership of less than an aggregate of 1% of any class of securities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the business of the Company or any of its subsidiaries so long as the Executive does not actively participate in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such terminationPerson; provided, however, that such stock is listed on a national securities exchange. (b) The Executive agrees that, during Executive’s his employment with the Company, Executive will he shall not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates​ Company, that would reasonably give rise to creates a conflict of interest or otherwise interfere interferes with Executive’s his duties and obligations to the Company or any of its AffiliatesCompany. (c) The Executive further agrees that, during that while the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was is employed by the Company or any of its Affiliates during Company, the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or Executive shall not solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its AffiliatesCompany. (d) The Executive further agrees that while the Executive is employed by the Company and for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (the “Non-Solicitation Period”), the Executive shall not use Confidential Information or Company trade secrets to hire or attempt to hire (including without limitation, by recruiting or otherwise making efforts to here) any employee of the Company or, in connection therewith, encourage any such employee to terminate his or her relationship with the Company. (e) The Executive shall not, whether in writing or orally, malign, denigrate, denigrate or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholdersequity holders, partners, members, agents, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. Nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. The Company shall direct its directors officers and officers not tomembers of the Board, whether in writing or orally, to not malign, denigrate, denigrate or disparage Executive with respect to any of Executive’s his respective past or present activities, or otherwise publish (whether in writing or orally) statements that are intended tend to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees You acknowledge the importance to the Company and its Immediate Affiliates of protecting their trade secrets, other Confidential Information and goodwill that some they have developed or acquired and which they shall continue to develop and acquire while your employment continues. Further, in addition to assurances of Separation Benefits in accordance with this Agreement, the Company agrees, in consideration of your acceptance of the restrictions set forth below, to grant you access to trade secrets and other Confidential Information of the Company and its Immediate Affiliates as well as to their valuable relationships with employees and others. You in turn acknowledge and agree that the restrictions on Executive’s your activities during and after Executive’s your employment set forth below are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Immediate Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (ai) While Executive is employed by You agree that, during your employment with the Company and for twenty-four (24) months after Executive’s employment terminates for any reasonand, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall you will not, directly or indirectly, whether alone or in association with others, anywhere in the United States where the Company or any of its Immediate Affiliates is doing or actively planning to do business, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, employee, investor, principal, joint venturer, shareholder, partner, investor (other than a passive investor of less than 5% in a publicly traded company)director, consultant, agent, employee, co-ventureragent or otherwise with, or have any financial interest (through equity ownership or otherwise) in, (i) compete any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business Immediate Affiliates (a “Competitive BusinessCompetitor”), except that nothing contained in this Agreement shall prevent your wholly passive ownership of five percent (5%) or less of the equity securities of any Competitor that is a publicly-traded company. (ii) undertake any planning You agree that for any Competitive Businessthe period of Eighteen (18) months immediately following the Termination Date, however it occurs, you will be considered a paid consultant to our Company and will therefore not do substantially the same or similar work as you did prior to Termination, as either an employee or consultant with a company that directly competes in our cycling and snow businesses including but not limited to : Doral Industries, Specialized, Trek, Xxxxx or Xxxxxx. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employmentTopeak, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by Mavic, Avenir. (iii) You agree that, during your employment with the Company and its subsidiaries as for the period of Eighteen (18) months immediately following the date of such termination. (b) Executive agrees thatTermination Date, during Executive’s employment with the Companyhowever it occurs, Executive you will not undertake any outside activitybe considered a consultant to our Company and will therefore not, whether directly or not competitive with the business of the Company or its Affiliatesindirectly, that would reasonably give rise to a conflict of interest hire or otherwise interfere with Executive’s duties and obligations engage to provide services or attempt to hire or so engage, any employee or independent contractor providing services to the Company or any of its Immediate Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, ; assist in such hiring or attempt to solicit engagement by any other person or hire entity; or encourage any employee of or independent contractor providing services to the Company or any of its Immediate Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate or diminish his or her relationship with the Company or such Immediate Affiliate. For purposes of this Agreement, an “employee” means any of its Affiliatesperson who was employed by, or solicit or encourage any customerhad an offer of employment from, client, or vendor of the Company or any of its Immediate Affiliates on the Termination Date or at any time during the preceding six months and an “independent contractor” means any person otherwise providing services to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its AffiliatesImmediate Affiliates on the Termination Date or at any time during the preceding six months. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. The Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests interest of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as followsSubsidiaries: (a) While Executive is employed by the Company and for twenty-four eighteen (2418) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Nonnon-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employeeExecutive, co-venturer, venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), (i) compete with the business of the Company Company, Holdings or any of its subsidiaries the Company’s Subsidiaries in any location where business related to developing, selling, licensing or otherwise providing Products and related services to physicians, hospitals or other medical establishments in the Company United States or its subsidiaries conducts such other business (a “Competitive Business”) activities which the Company, Holdings or any of the Company’s Subsidiaries shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any Competitive Businessbusiness competitive with the Company, Holdings or any of the Company’s Subsidiaries. With respect Specifically, but without limited the foregoing, Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company, Holdings or any of the Company’s Subsidiaries as conducted or under consideration at any time during Executive’s employment with the Company or an of its Subsidiaries (including prior to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such terminationhereof). (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company Company, Holdings or its Affiliatesthe Company’s Subsidiaries, that would could reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries. (c) Executive further agrees that, that while Executive is employed by the Company and during the Non-Competition Period, Executive will not solicitnot, hiredirectly or indirectly, (i) hire or attempt to solicit or hire any employee Executive of the Company Company, Holdings or any of its Affiliates (the Company’s Subsidiaries or any individual anyone who was employed by such an Executive within the Company six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, Holdings or any of its Affiliates during the one Company’s Subsidiaries or anyone who was such an independent contractor within six (16) year period prior months preceding such hire or attempt to Executive’s termination)hire, (iii) assist in such hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any such employee Executive or independent contractor of the Company, Holdings or any of the Company’s Subsidiaries to terminate his or her Executive’s relationship with the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries, or (v) solicit or encourage any customer, client, customer or vendor of the Company Company, Holdings, or any of its Affiliates the Company’s Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates. (d) Executive shall notCompany, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, Holdings or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the CompanySubsidiaries.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Original Effective Date, the Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. The Executive agrees that some restrictions on Executive’s his activities during and after Executive’s his employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as followsSubsidiaries: (a) While the Executive is employed by the Company and for twenty-four two (242) months years after Executive’s his employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, including the period of the Executive’s employment and the two (2) years thereafter, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the Company or any of its Subsidiaries anywhere within the Territory, as defined immediately below or (ii) undertake any planning for any business competitive with the Company or any of its Subsidiaries within the Territory. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its subsidiaries in Subsidiaries as conducted or under consideration at any location where time during the Executive’s employment with the Company or any of its subsidiaries conducts business Subsidiaries (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect including prior to the portion date hereof). The Territory shall be world-wide while the Executive’s employment with the Company continues; but thereafter, from the Termination Date until the expiration of the Non-Competition Period that follows Executive’s termination of employmentPeriod, the determination of whether a business is a Competitive Business Territory shall be made based on include only those states within the scope United States and location of those other countries throughout the businesses conducted or planned to be conducted by the Company and its subsidiaries world where, as of the date Termination Date, the Company or any of its Subsidiaries sells Products or conducts business activities, has sold Products or has conducted such terminationbusiness activities or intends to sell Products or conduct such business activities. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during Executive’s his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or its AffiliatesSubsidiaries, that would could reasonably give rise to a conflict of interest or otherwise interfere with Executive’s his duties and obligations to the Company or any of its AffiliatesSubsidiaries. (c) The Executive further agrees that, that during the Non-Competition PeriodPeriod he will not, Executive will not solicitdirectly or indirectly, hire, (other than as required by his duties to the Company or any of its Subsidiaries during his employment with the Company) (i) hire or attempt to solicit or hire any employee of the Company or any of its Affiliates Subsidiaries; (ii) hire or attempt to hire any individual who was employed by independent contractor providing services to the Company or any of its Affiliates during the one Subsidiaries; (1iii) year period prior assist any other Person in hiring or any attempt to Executive’s termination), assist in such hiring by any Person, encourage hire any such employee or independent contractor; (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Affiliates, such Subsidiary; or (v) solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person other than the Company or one of its Subsidiaries any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates. (d) Executive shall notSubsidiaries. For purposes of the Executive’s obligations hereunder during that portion of the Non-Competition Period that follows the Termination Date, whether in writing an employee, independent contractor, customer or orally, malign, denigrate, or disparage vender of the Company or its Affiliates, or their respective predecessors and successors, or any of its Subsidiaries shall mean any Person who was such at any time during the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of six (6) months immediately preceding the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable lightTermination Date. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. The Executive agrees that some restrictions on Executive’s his activities during and after Executive’s his employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective DateSubsidiaries, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if agreed restrictions set forth below will not deprive the Executive violates the restrictive covenants below. In recognition of the consideration provided ability to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as followsearn a livelihood: (a) While the Executive is employed by in the employment of the Company and and, after his employment terminates, for twenty-four the greater of two years or the period during which severance payments of the Base Amount are being made (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “"Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the business of the Company or any of its subsidiaries Subsidiaries within any state within the United States, or within any province or other geographic division within any foreign country in any location where which the Company operates retail stores or its subsidiaries conducts business (wholesale distribution outlets or warehouses at the date of termination of employment, or in which the Company has commenced negotiations for or entered into obligations relating to the opening of a “Competitive Business”) retail store or (ii) wholesale distribution outlet or warehouse to be opened within the period of this covenant, or undertake any planning for any Competitive Businessbusiness competitive with the Company or any of its Subsidiaries. With respect to Specifically, but without limiting the portion of the Non-Competition Period that follows Executive’s termination of employmentforegoing, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake to engage in any outside activity, whether manner in any activity that is directly or not indirectly competitive with the business of the Company or any of its AffiliatesSubsidiaries as conducted or which has been proposed by management within six months prior to termination of the Executive's employment. Restricted activity also includes without limitation accepting employment or a consulting position with any person who is, that would reasonably give rise or at any time within twelve (12) months prior to termination of the Executive's employment has been, a conflict supplier, licensee or vendor of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its AffiliatesSubsidiaries. For the purposes of this Section 9, the business of the Company and its Subsidiaries shall mean retail or wholesale operations for the sale of groceries and ancillary Products, such as health and beauty aids, vitamins and supplements. (cb) The Executive further agrees that, that during the Non-Competition PeriodPeriod or in connection with the Executive's termination of employment, the Executive will not solicitnot, hireeither directly or through any agent or employee, or attempt to solicit or hire Solicit any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee Subsidiaries to terminate his or her relationship with the Company or any of its AffiliatesSubsidiaries or to apply for or accept employment with any enterprise competitive with the business of the Company, or solicit or encourage Solicit any customer, clientsupplier, licensee or vendor of the Company or any of its Affiliates Subsidiaries to terminate or diminish materially modify its relationship with them, or, in the case of a customer, to conduct with any Person person any business or activity which such customer conducts or could conduct with the Company or any of its AffiliatesSubsidiaries. (c) The provisions of this Section 9 shall not be deemed to preclude the Executive from employment or engagement during the Non-Competition Period following termination of employment hereunder (i) in a business engaged in retail sales, provided such employment or engagement does not otherwise violate the provisions of this Section 9, or (ii) by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's activities do not relate to such competitive business, and nothing contained in this Section 9 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or holding, solely as an investment, publicly traded securities of any competitor corporation so long as such securities do not, in the aggregate, constitute more than 3% of the outstanding voting securities of such corporation. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of Without limiting the foregoing, with respect it is understood that the Company shall not be obligated to any continue to make the payments specified in Sections 5(d) and 5(e) in the event of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any a material breach by the Executive of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any provisions of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section Sections 7, as applicable8 or 9 of this Agreement, shall continue beyond which breach continues without having been cured within 15 days after written notice to the termination of Executive’s employment with Executive specifying the Companybreach in reasonable detail.

Restricted Activities. By signing this Agreement, Executive agrees represents that some restrictions Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive’s activities during and after Executive’s employment are necessary Executive pursuant to protect this Section 5 (collectively, the goodwill“Restrictive Covenants”). For purposes of the Restrictive Covenants, Confidential Information, and other legitimate interests of “Company” shall mean the Company and its Affiliates. Following the Effective DateExecutive acknowledges and agrees that in consideration for and conditioned on Executive’s execution of this Agreement, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets secrets, and goodwillother information concerning employees, clients, customers, and potential business opportunities of the Company to which Executive did not have access prior to Executive’s execution of this Agreement, which Executive further acknowledges and agrees will provide Executive with the opportunity to develop valuable business relationships with the Company’s employees, clients, customers, and current and potential business partners and otherwise advance Executive’s career. Executive further understands acknowledges and acknowledges agrees that the Company’s ability being provided access to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other such information constitutes good and valuable consideration, consideration in support of Executive’s Restrictive Covenants contained herein. Executive hereby agrees as follows: (a) While Executive is employed by the Company that during Executive’s employment and for twenty-four the twelve (2412) months month period after Executive’s employment terminates with the Company ends for any reason, whether before or after the Expiration Date reason (in the aggregate, the “Non-Competition Restricted Period”) Executive will not (without the Company’s prior written consent), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)shareholder, director, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the business of the Company engage, participate or any of its subsidiaries invest in any location where business activity anywhere in the Company world that develops, markets or its subsidiaries conducts business sells any products, or performs or sells any services that directly or indirectly involve synthetic lethality-based cancer therapeutics that target DNA damage response pathways in oncologic applications (a the “Competitive Business”) or (provided that this shall not prohibit any investment by Executive in publicly traded stock of a company representing less than one percent of the stock of such company), (ii) undertake (A) solicit or attempt to solicit, or (B) take away or divert from the Company, or attempt to take away or divert from the Company, the business or patronage of any planning for any Competitive Business. With customer(s) known to Executive with respect to which Executive was involved (directly or indirectly) in soliciting, in each case at any time during the portion twelve-month period that immediately preceded the termination of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by employment with the Company and its subsidiaries with which, as a result of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activityhad business dealings or about which Executive acquired confidential information, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (ciii) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, (A) recruit or attempt to recruit, solicit or attempt to solicit, hire or attempt to hire, interfere with or endeavor to entice away or (B) assist in recruiting or attempting to recruit, soliciting or attempting to solicit, hiring or attempting to hire, interfering with or enticing away any employee of the Company person who is or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)is or was an agent, assist in such hiring by any Person, encourage any such employee to terminate his representative or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor consultant of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in within the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond six-month period preceding the termination of Executive’s employment with the Company. Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. Executive further understands that Executive’s obligations under the Restrictive Covenants will continue in accordance with their express terms regardless of any changes in Executive’s title, position, duties, salary, compensation or benefits or other terms and conditions of employment. Executive expressly consents to be bound by the provisions of the Restrictive Covenants for the benefit of the Company or any Affiliate or successor to whose employ Executive may be transferred. For purposes of clarity, the restrictions in Section 5(a)(i) shall not prevent Executive from practicing medicine, provided further that Executive does not provide executive, managerial, consulting or similar services to any other person or entity that is engaging in or actively pursuing engaging in the Business. Executive and the Company acknowledge and agree that the non-competition covenant set forth in Section 5(a)(i) does not relate to the practice of medicine and shall not interfere with Executive’s ability to practice medicine and therefore is not subject to Section 15.50 of the Texas Business and Commerce Code, as amended.

Restricted Activities. Executive acknowledges that during employment with the Company Executive has had access to Confidential Information which, if disclosed, would assist in competition against the Company and agrees that some the following restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by agrees that, during the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Severance Pay Period Executive shall will not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the Company within the United States or in any other country in which the Company is doing business. Specifically, but without limiting the foregoing, Executive agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employmentCompany, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses as conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, in planning during Executive’s employment with the Company, unless the Company agrees, in advance and in writing, signed by the Chief Executive Officer of the Company, to the Executive working or providing services for a specified Person. The Company will so agree provided that it determines, in its sole discretion, that the acceptance of a position with such Person by Executive or the provision of such work or services will not undertake result in the use or disclosure of Confidential Information. Executive agrees that the Company’s consent shall be acquired prior to accepting any outside activity, whether such position or not competitive with the commencing any business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere activity which could be inconsistent with Executive’s duties and obligations under this Agreement. Executive agrees to provide the Company or any of its Affiliateswith all information that it may reasonably request in order to make a determination as contemplated hereunder. (cb) Executive further agrees that, that during the Non-Competition Severance Pay Period, Executive will not solicitnot, hiredirectly or indirectly, or attempt to solicit or (i) hire any employee of the Company or seek to persuade any employee of its Affiliates (or any individual who was employed by the Company to discontinue employment or any of its Affiliates during the one (1ii) year period prior to Executive’s termination), assist in such hiring by any Person, solicit or encourage any such employee independent contractor providing services to the Company to terminate his or diminish its/his/her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor Company. (c) Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company or any and that each and every one of its Affiliates the restraints is reasonable in respect to terminate or diminish its relationship with themsubject matter, orlength of time and geographic area. Executive further agrees that, in the case of a customer, were Executive to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or breach any of the current covenants contained in Section 4 above or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicablethe damage to the Company would be irreparable. Executive therefore agrees that the Company, in addition to any other remedies available to it, shall continue beyond be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any of those covenants, without having to post bond. Executive and the termination Company further agree that, in the event that any provision of Executive’s employment with this Section 7 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the Companymaximum extent permitted by law.

Restricted Activities. The Executive acknowledges the highly competitive nature of the industry in which the Company and its subsidiaries are involved, and agrees that during his employment with the Company, he will have access to the Confidential Information of the Company and its subsidiaries, will benefit from the Company’s goodwill and will obtain a competitive advantage as to the Company, its subsidiaries, customers and prospective customers and employees. The Executive agrees that some restrictions on Executive’s his activities during and after Executive’s his employment therefore are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:subsidiaries. (a) While the Executive is employed by the Company and for twenty-four during the twelve (2412) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date immediately following termination thereof (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, engage in any business that owns or operates, directly or indirectly, any long-term acute care hospital, including without limitation any facility that meets or intends to meet the requirements in 42 C.F.R. §412.23(e) (ior any successor law, rule or regulation relating to long-term acute care hospitals) compete to qualify as a long-term care hospital, or undertake any planning for any such business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its subsidiaries in as conducted at any location where time during the Executive’s employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, an affiliated hospital, a service provider, or a supplier to the Company or any of its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Businesssubsidiaries. With respect to For the portion purposes of the Non-Competition Period that follows Executive’s termination of employmentthis Section 9, the determination business of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of shall include all Services and the date of such terminationExecutive’s undertaking shall encompass all items, products and services that may be used in substitution for Services. (b) The Executive agrees that, during Executive’s his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliatessubsidiaries, that would could reasonably give rise to a conflict of interest or otherwise interfere with Executive’s his duties and obligations to the Company or any of its Affiliatessubsidiaries. (c) The Executive further agrees that, that during the Non-Competition Period, the Executive will not solicit, hire, hire or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliatessubsidiaries, or solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates subsidiaries to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliatessubsidiaries. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Original Effective Date, the Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s his employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s his duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s his past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive Employee agrees that some restrictions on ExecutiveEmployee’s activities during and after ExecutiveEmployee’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliatessubsidiaries. Following the Effective Date, the Company will provide Executive Employee with access to and knowledge of Confidential Information and trade secrets and will place Executive Employee in a position of trust and confidence with the Company, and Executive Employee will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets secrets, and goodwill. Executive Employee further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive Employee violates the restrictive covenants below. In recognition of the consideration provided to Executive Employee as well as the imparting to Executive Employee of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive Employee hereby agrees as follows: (a) While Executive Employee is employed by the Company and for twenty-four twelve (2412) months after Executive’s his employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Restricted Period”), Executive Employee shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or any of its subsidiaries conducts business (a “Competitive Business”) ); provided, that this restriction shall not apply to Employee’s provision of services in support of the sale of products of a type that are not offered by the Company or (ii) undertake any planning for any Competitive Businessof its subsidiaries. With respect to the portion of the Non-Competition Restricted Period that follows ExecutiveEmployee’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees thatDuring the Restricted Period, Employee shall not, directly or indirectly, other than in connection with carrying out his duties during Executive’s the period of his employment with the Companyhereunder, Executive will not undertake solicit or induce any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee employees of the Company or any of its Affiliates subsidiaries (or any individual individuals who was employed by served as employees of the Company or any of its Affiliates subsidiaries at any time during the one preceding six (16) year month period prior to Executive’s termination), assist in such hiring and who were employed by any Person, encourage any such employee the Company or its subsidiaries on or after the Effective Date) (i) to terminate his their employment or her relationship with the Company or any of its Affiliatessubsidiaries, and/or (ii) to work for Employee or solicit or encourage any customer, client, or vendor competitor of the Company or any of its Affiliates subsidiaries. Employee further agrees that, during the Restricted Period, Employee shall not interfere with or disrupt, or attempt to terminate interfere with or diminish its relationship with themdisrupt, orthe relationship, in the case of a customercontractual or otherwise, to conduct with any Person any business or activity which such customer conducts with that the Company or any of its subsidiaries has with any of its contractors, vendors, or paid consultants; provided, however, that this shall not restrict Employee from advising the Company’s management in connection with performing his responsibilities under this Agreement. Subject to Employee’s obligations in this Section 7(b), nothing in this Agreement shall prohibit another company from hiring a former employee of the Company or its Affiliates who submitted a job application in response to a generally advertised job opening or from engaging the services of a consultant, vendor, or independent contractor of the Company or its Affiliates in a manner that does not interfere with or disrupt the relationship that the Company or any of its subsidiaries has with such consultant, vendor, or independent contractor. (c) During the Restricted Period, Employee shall not, directly or indirectly, solicit, take away, divert, or attempt to divert the business or patronage of any clients, customers, or other business relations of the Company or any of its subsidiaries for the purpose of providing services that compete with the products provided by the Company or any of its subsidiaries at the time of Employee’s termination. For purposes of this Agreement, “products provided by the Company and its subsidiaries” include not only musical instruments products and services that the Company or any of its subsidiaries then provides and/or markets or sells, but also those that Employee is aware that the Company or any of its subsidiaries is in the process of researching and/or developing, at the time of Employee’s termination, and/or as to that, at the time of Employee’s termination, Employee is aware that the Company or any of its subsidiaries has a strategic business plan in place to research, develop, and/or market at some time in the future. The restrictions on soliciting or providing services to customers of the Company and its subsidiaries apply to (i) any customer or customer contact of the Company or any of its subsidiaries with whom Employee has had any business relations during his employment with the Company during the five (5) years prior to the Effective Date; and (ii) any customer or customer contact who was a customer or customer contact of the Company or any of its subsidiaries on the date of Employee’s termination of employment hereunder or during the twelve (12) month period prior to such termination, or who was a prospective customer or customer contact of the Company or any of its subsidiaries with whom Employee had actually met, or had written or telephonic communications, during said period(s). Subject to Employee’s obligations above, nothing in this Agreement bars a company with which Employee is affiliated after his employment with the Company ends from responding to contact initiated by customers of the Company or its Affiliates. (d) Executive Except in connection with performing his duties to the Company under this Agreement, during and after the Term of this Agreement, Employee shall notnot (and shall not cause any other party to), whether in writing or orally, malign, denigrate, or disparage the Company or any of its Affiliatessubsidiaries, or its or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, in each case in their capacities as such (provided, that, with respect to former directors, officers, employees, shareholders, partners, members, agents, and representatives, this clause (d) shall be limited to individuals serving in such capacities during the five years prior to the Effective Date), with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided, that this Section 7(d) shall cease to be effective on the earlier of (A) the date that (i) the members of the Ad Hoc Committee of Secured Notes (as defined in the Chapter 11 Plan) cease to own, collectively, at least 50% of the issued and outstanding equity interests of the Company and (ii) no member of the Ad Hoc Committee of Secured Notes, individually, owns more than 35% of the issued and outstanding equity interests of the Company, or (B) three years from the Effective Date. The Company shall direct its directors not disparage and officers shall not to, whether in writing or orally, malign, denigrate, or cause another to disparage Executive with respect Employee to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable lightthird parties during such period. (e) ExecutiveNotwithstanding anything to the contrary contained herein, nothing in this Agreement shall prohibit Employee from reporting possible violations of federal or state law or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Employee does not need the prior authorization of the Company to make any such reports or disclosures and Employee is not required to notify the Company that Employee has made such reports or disclosure. (f) Employee’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of ExecutiveEmployee’s employment with the Company.

Restricted Activities. Executive The Company agrees that some restrictions on that, as of the Effective Date (and subject to the Executive’s activities during and after Executive’s employment are necessary agreement to protect be bound by the goodwillrestrictions set forth hereunder), it will grant the Executive access to Confidential Information, and other legitimate interests Information of the Company and its AffiliatesAffiliates during the term of the Executive’s employment. Following the Effective DateIn consideration of this access, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence Executive’s employment with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, the receipt and sufficiency of which the Executive hereby acknowledges, the Executive agrees as followsthat the following restrictions on his activities during and after his employment for the time period set forth herein are reasonable and necessary to protect the legitimate interests of the Company: (ai) While the Executive is employed by the Company and for twenty-four during the twelve (24) months after Executive’s employment terminates for any reason12)-month period immediately following termination of his employment, whether before or after regardless of the Expiration Date reason therefor (in the aggregate, the “Non-Competition Restricted Period”), except for the benefit of the Company in connection with the Executive’s duties under this Agreement during the term of his employment hereunder, the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, engage in any Restricted Business in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during the Executive’s employment or, with respect to the portion of the Restricted Period that follows termination of the Executive’s employment, at the time of such termination (ithe “Restricted Area”) compete or undertake any planning for any Restricted Business within the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees during the Restricted Period not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any Restricted Business. (ii) During the Restricted Period, except for the benefit of the Company in connection with the Executive’s duties under this Agreement during the term of his employment hereunder, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier, or other business partner of the Company or any of its subsidiaries in Affiliates, including but not limited to any location where the Company physician who has directly or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake indirectly procured any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows ExecutiveCompany’s termination or any of employmentits Affiliates’ products, the determination to terminate or diminish its relationship with any of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted them or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees thatseek to persuade any such customer, during Executive’s employment with the Companyvendor, Executive will not undertake supplier, or other business partner, or any outside activityprospective customer, whether vendor, supplier, or not competitive with the other business partner of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates, including but not limited to any physician who has been solicited directly or indirectly to procure any of the Company’s or any of its Affiliates’ products, to conduct with anyone else any business or activity which such business partner or prospective business partner (A) conducts with the Company or any of its Affiliates or (B) could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the Company or any of its Affiliates at any time within the twelve (12)-month period immediately preceding the activity restricted by this Section 3(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such twelve (12)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person. (ciii) Executive further agrees that, during During the Non-Competition Restricted Period, except for the benefit of the Company in connection with the Executive’s duties under this Agreement, the Executive will not, and will not solicitassist any other Person to, hire(a) hire or engage, or attempt to solicit for hiring or hire engagement, any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior seek to Executive’s termination), assist in such hiring by any Person, encourage persuade any such employee to terminate his discontinue employment or her relationship with the Company or any of its Affiliates, or (b) solicit or encourage any customer, client, or vendor of independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, or, in the case an “employee” or an “independent contractor” of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. Affiliates is any Person who was such at any time during the twenty-four (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage 24)-month period immediately preceding the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under activity restricted by this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company3(d)(iii).

Restricted Activities. Executive agrees Levix xxxees that some restrictions on Executive’s his activities during and after Executive’s the termination of employment are necessary to protect the goodwill, Confidential Information, client relationships and other legitimate interests of the Company Companies and its Affiliates. Following their affiliates: a. While Levix xx employed by the Companies and during a period (i) five (5) years following the Effective Date, in the Company will provide Executive with access event Levix'x xxxloyment is terminated by the Companies for Cause or is voluntarily terminated by Levix xxxhout Good Reason or (ii) two (2) years following the date of termination of Levix'x xxxloyment by the Companies for reasons other than for Cause or by Levix xxx Good Reason (provided that such period shall not extend longer than five (5) years following the Effective Date) (such period, as applicable, hereinafter referred to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “"Non-Competition Period”"), Executive shall Levix xxxll not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)principal, investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the business of the Company Companies or any of its subsidiaries their affiliates within the United States in any location where the Company or its subsidiaries conducts money management business (a “"Competitive Business”Endeavors") or (ii) undertake any planning for any business which would constitute a Competitive Business. With Endeavor; provided, however, that in no event shall the management of Family Assets constitute a Competitive Endeavor and provided, further, that nothing herein shall prohibit Levix xxxm becoming an employee, director or consultant of any entity which may, directly or through its affiliates, engage in the money management business, so long as Levix'x xxxponsibilities do not include participation, solicitation, consultation, marketing, recommendation or advice with respect to the portion such money management business and Levix xxxs not, directly or indirectly, participate, solicit, consult, market, recommend or advise or make referrals with respect to such money management business. Other than as set forth above, restricted activity includes without limitation accepting employment or a consulting position with any person who is, or at any time prior to termination of Levix'x xxxloyment has been, a client of the Non-Competition Period that follows Executive’s termination Companies or any of employmenttheir affiliates. For the purposes of this Section, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties Companies and obligations to their affiliates shall include all Products and Services offered by the Company Companies or any of its Affiliatestheir affiliates or under development and Levix'x xxxertaking shall encompass all products and services that may be used in substitution for Products and Services. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as 8 the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year 1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees The Selling Entities agree that some restrictions on Executive’s the Selling Entities' activities during from and after Executive’s employment the Closing are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company Buyer and its Affiliates. Following the Effective Date, the Company will provide Executive with access to subsidiaries and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as followsaffiliates: (ai) While Executive is employed by Until the Company and for twenty-four earlier of fifteen (2415) months after Executive’s employment terminates for any reason, whether before or years after the Expiration Closing Date or the time such Selling Entity is dissolved (in the aggregate, the “"Non-Competition Period”"), Executive no Selling Entity shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)principal, investor, consultant, agent, employee, co-venturer, venturer or otherwise, (i) compete with the business of the Company Buyer or any of its subsidiaries in any location where or affiliates within the Company United States or its subsidiaries conducts business (a “Competitive Business”) Canada or (ii) undertake any planning for any Competitive Businessbusiness competitive with Buyer or any of its subsidiaries or affiliates. With respect Specifically, but without limiting the foregoing, each Selling Entity agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of Buyer or any of its subsidiaries or affiliates as conducted or under consideration at any time. Restricted activity includes without limitation accepting an advisory or consulting position with any Person who is, or at any time prior to the portion Closing has been, a client of Seller, Buyer or any of their subsidiaries and affiliates. For the purposes of this Section, the business of Buyer and its subsidiaries and affiliates shall include all Products and Services offered by Seller, Buyer or any of their subsidiaries and affiliates or under development and each Selling Entity's undertaking shall encompass all products and services that may be used in substitution for Products and Services. (ii) Each Selling Entity agrees that during the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive it will not undertake hire or attempt to hire any outside activity, whether or not competitive with the business employee of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company Buyer or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)subsidiaries and affiliates, assist in such hiring by any Person, Person or encourage any such employee to terminate his or her relationship with the Company Buyer or any of its Affiliatessubsidiaries and affiliates. Each Selling Entity further agrees that during the Non-Competition Period, or it will not solicit or encourage any customer, client, clients or vendor of the Company others who do business with Buyer or any of its Affiliates subsidiaries and affiliates to terminate or diminish its relationship with any of them or to violate any agreement with any of them, or, in the case of a customer, or to conduct with any Person any business or activity which that such customer client or other person conducts or could conduct with the Company Buyer or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors subsidiaries and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable lightaffiliates. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.-109- 3131867.30

Restricted Activities. The Executive acknowledges the highly competitive nature of the industry in which the Company and its subsidiaries are involved, and agrees that during her employment with the Company, she will have access to the Confidential Information of the Company and its subsidiaries, will benefit from the Company’s goodwill and will obtain a competitive advantage as to the Company, its subsidiaries, customers and prospective customers and employees. The Executive agrees that some restrictions on Executive’s her activities during and after Executive’s her employment therefore are necessary to protect the goodwill, Confidential Information, Information and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:subsidiaries. (a) While the Executive is employed by the Company and for twenty-four during the eighteen (2418) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date immediately following termination thereof (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company)investor, consultant, agent, employee, co-venturer, venturer or otherwise, engage in any business that owns or operates, directly or indirectly, any long-term acute care hospital, including without limitation any facility that meets or intends to meet the requirements in 42 C.F.R. §412.23(e) (ior any successor law, rule or regulation relating to long-term acute care hospitals) compete to qualify as a long-term care hospital, or undertake any planning for any such business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its subsidiaries in as conducted at any location where time during the Executive’s employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, an affiliated hospital, a service provider, or a supplier to the Company or any of its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Businesssubsidiaries. With respect to For the portion purposes of the Non-Competition Period that follows Executive’s termination of employmentthis Section 9, the determination business of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of shall include all Services and the date of such terminationExecutive’s undertaking shall encompass all items, products and services that may be used in substitution for Services. (b) The Executive agrees that, during Executive’s her employment with the Company, Executive she will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliatessubsidiaries, that would could reasonably give rise to a conflict of interest or otherwise interfere with Executive’s her duties and obligations to the Company or any of its Affiliatessubsidiaries. (c) The Executive further agrees that, that during the Non-Competition Period, the Executive will not solicit, hire, hire or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive’s termination)subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliatessubsidiaries, or solicit or encourage any customer, client, customer or vendor of the Company or any of its Affiliates subsidiaries to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliatessubsidiaries. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

Restricted Activities. Executive agrees that some restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates. Following the Effective Date, the Company will provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as 8 the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby xxxxxx agrees as follows: (a) While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. (b) Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates. (c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year 1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates. (d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. (e) Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.