Exhibit 10.21
EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
In consideration of and as a condition of my employment by Vista Hospice
Care, Inc. (the "Company") and the promise by the Company to pay me twelve
months salary as severance pay in the event of my termination of employment with
the Company, I hereby covenant, warrant and agree as follows:
1. During the period of my employment by the Company, I will
devote my full time and best efforts to the business of
the Company. I will not, until after my employment by the
Company is terminated, undertake or engage in any other
employment, occupation or business enterprise; provided,
however, that I will be permitted to engage in any
activities permitted by Section 2.
2. During the period commencing on the date hereof and
including the date that is twelve months after the date on
which I, for any reason, cease to be employed by the
Company (the "Non-Competition Period"), within any
geographic area in which I have responsibilities for the
Company and the Company then does business or, known to
me, then proposes to enter into business within one year
(the "Non-Competition Territory") neither I nor any entity
in which I may be interested as a partner, trustee,
director, officer, employee, shareholder, option holder,
lender of money or guarantor shall be engaged directly in
any business that is in direct competition in the hospice
field with the business of the Company during the period
of employment, and that for a period of one year after the
termination of my employment, neither I nor any entity in
which I may be interested will deal with any actual or
prospective customers of the Company of which I have
knowledge.
3. I shall not any time during or after the term of this
Agreement directly or indirectly divulge, furnish, use,
publish or make accessible to any person or entity any
Confidential Information (as hereinafter defined) except
in the performance of my duties hereunder. Any records of
Confidential Information prepared by me or which come into
my possession during the term of this Agreement are and
remain the property of the Company and upon termination of
my employment all such records and copies thereof shall be
either left with or returned to the Company.
4. The term "Confidential Information" shall mean information
disclosed to me or known, learned, created or observed by
me as a consequence of or through my employment by the
Company, not generally known in the relevant trade or
industry, about the Company's business activities,
services and processes, including but not limited to
information concerning methods of doing business,
marketing, advertising, promotion, publicity, research,
finances, accounting, trade secrets, business plans,
customer lists, and records and potential customers.
Confidential Information shall also include information
about third parties provided to the Company under a
confidentiality agreement or arrangement.
5. I will not, during the Non-Competition Period, hire or
offer to hire or entice away or in any other manner
persuade or attempt to persuade, either in my individual
capacity or as agent for another, any of the Company's
officers, employees, or agents to discontinue their
relationship with the Company nor contact, solicit or
divert or attempt to divert from the Company any business
whatsoever by influencing or attempting to influence any
customer or account of the Company of which I have
knowledge at the time of termination of my employment.
6. I understand that this Agreement does not create an
obligation on the Company or any person to continue my
employment.
7. Any waiver by the Company of a breach of any provision of
this Agreement shall not operate or be construed as a
waiver of any subsequent breach hereof.
8. The term "Company" shall include Vista Hospice Care, Inc.,
its predecessor Vista Hospice Care, L.L.C., its parent
organization, and any of its subsidiaries, subdivisions or
affiliates. The Company shall have the right to assign
this Agreement to its successors and assigns, and all
covenants and agreements hereunder shall inure to the
benefit of and be enforceable by said successors and
assigns.
9. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Employee
Confidentiality and Non-Competition Agreement as of the 22nd day of November,
1995.
Accepted by: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Street: 0000 Xxxxxx Xxxx,
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Xxxxxxxx Xxxxxx, XX 00000
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VISTA HOSPICE CARE, INC.
By: /s/ Xxxxxxxx Xxxxx
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Title: V.P. of Administration
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