AGREEMENT NOT TO COMPETE …

Agreement not to compete… In consideration of his employment, compensation and benefits, employee agrees that for one year following termination of employment with the employer for any reason, whether voluntary or involuntary, and whether with or without cause, he will not, on behalf of himself or any other person or entity, whether as an owner, operator, director, officer, agent, employee, consultant, investor or in any other capacity, acting alone or in concert with others, directly or indirectly:

Agreement not to compete..(cont…) # 1 # 2 # 3 (1) contact any individual who was a patient of the employer at the time of employee’s termination with the employer or within twelve months preceding employee’s termination of employment with the employer; (2) provide any home health care services to an individual who was a patient of the employer at the time of employee’s termination with the employer or within twelve months preceding employee’s termination of employment with the employer; (3) call upon, solicit, divert or take away, or attempt to divert or take away the business of any patient or client of the employer with whom he had contact directly or indirectly during the last twelve months of his employment with the employer; and

Agreement not to compete..(cont…) # 4 # 5 (4) solicit or attempt to entice away from the employer any individual who is, has agreed to be, or within one year of such solicitation or enticement has been employed or retained by the employer in any capacity; and (5) engage in or participate in any effort or act to induce any customers, suppliers, associates, or independent contractors of the employer, to take any action which might be disadvantageous to the employer including without limitation, the solicitation of customers, suppliers, associates, or independent contractors of the employer to cease doing business, or to cease their association or employment with the employer.

Agreement not to compete..(cont…) Employee hereby acknowledges and agrees that the above restrictions are reasonable and necessary and that all defenses to the strict enforcement thereof by the employer are waived. Employee further acknowledges that monetary damages are not a sufficient or adequate remedy for any breach or threatened breach of the covenants contained herein. The employer may, in addition to any other available remedies, apply for and be granted an injunction restraining the breach or threatened breach of the covenants contained herein. Such relief and rights thereto shall be cumulative and in addition to any other legal or equitable rights and remedies which the employer may have. Employee agrees that if he violates any of the covenants contained herein, in addition to injunctive relief, the employer or its respective successors shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that employee, directly or indirectly, has realized and/or may realize as a result of, arising out of, or in connection with, any such violation, as well as costs and reasonable attorneys' fees.

Agreement not to compete..(cont…) In the event that any covenant or section of this agreement shall be determined by any court of competent jurisdiction to be unenforceable for any reason, it shall be interpreted to extend over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Employee acknowledges that he has received good and sufficient consideration for the covenants contained herein that such covenants are essential to protect the business and the goodwill of the employer. The obligations of the employee contained herein shall survive the expiration or termination of this agreement and shall have effect irrespective of the reason for termination of this agreement. Any claim of breach by employee shall not constitute a defense to employee's failure to abide by the provisions contained herein.

Questions… If you have any questions concerning the “agreement not to compete”, please contact our office.