(IV)
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR ANY
REASON, EXECUTIVE SHALL (A) CEASE AND NOT THEREAFTER COMMENCE USE OF ANY
CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION,
ANY PATENT, INVENTION, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE NAME, LOGO,
DOMAIN NAME OR OTHER SOURCE INDICATOR) IF SUCH PROPERTY IS OWNED OR USED BY THE
COMPANY; (B) IMMEDIATELY DESTROY, DELETE, OR RETURN TO THE COMPANY, AT THE
COMPANY'S OPTION, ALL ORIGINALS AND COPIES IN ANY FORM OR MEDIUM (INCLUDING
MEMORANDA, BOOKS, PAPERS, PLANS, COMPUTER FILES, LETTERS AND OTHER DATA) IN
EXECUTIVE'S POSSESSION OR CONTROL (INCLUDING ANY OF THE FOREGOING STORED OR
LOCATED IN EXECUTIVE'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER, WHETHER OR NOT
COMPANY PROPERTY) THAT CONTAIN CONFIDENTIAL
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INFORMATION OR OTHERWISE RELATE TO THE BUSINESS OF THE COMPANY, EXCEPT THAT
EXECUTIVE MAY RETAIN ONLY THOSE PORTIONS OF ANY PERSONAL NOTES, NOTEBOOKS AND
DIARIES THAT DO NOT CONTAIN CONFIDENTIAL INFORMATION; AND (C) NOTIFY AND FULLY
COOPERATE WITH THE COMPANY REGARDING THE DELIVERY OR DESTRUCTION OF ANY OTHER
CONFIDENTIAL INFORMATION OF WHICH EXECUTIVE IS OR BECOMES AWARE TO THE EXTENT
SUCH INFORMATION IS IN EXECUTIVE'S POSSESSION OR CONTROL.
NOTWITHSTANDING
ANYTHING ELSEWHERE TO THE CONTRARY, EXECUTIVE SHALL BE ENTITLED TO RETAIN (AND
NOT DESTROY) INFORMATION SHOWING EXECUTIVE'S COMPENSATION OR RELATING TO
REIMBURSEMENT OF EXPENSES THAT EXECUTIVE REASONABLY BELIEVES IS NECESSARY FOR
TAX PURPOSES AND COPIES OF PLANS, PROGRAMS, POLICIES AND ARRANGEMENTS OF, OR
OTHER AGREEMENTS WITH, THE COMPANY ADDRESSING EXECUTIVE'S COMPENSATION OR
EMPLOYMENT OR TERMINATION THEREOF.
B.
NON-COMPETITION; NON-SOLICITATION; NON-INTERFERENCE.
(I)
NON-COMPETITION.
DURING THE TERM OF
EXECUTIVE'S EMPLOYMENT AND DURING THE ONE YEAR IMMEDIATELY FOLLOWING (X) THE
DATE OF ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY BY THE
COMPANY WITH OR WITHOUT CAUSE AND (Y) IF EARLIER THAN THE DATE REFERENCED IN
CLAUSE (X) HEREOF, THE DATE THAT NOTICE IS GIVEN BY EXECUTIVE TO THE COMPANY OF
EXECUTIVE'S RESIGNATION FROM THE COMPANY FOR ANY REASON (OTHER THAN DUE TO
EXECUTIVE'S DEATH) (SUCH PERIOD, THE "RESTRICTED PERIOD"), EXECUTIVE WILL NOT,
DIRECTLY OR INDIRECTLY:
(A)
ENGAGE IN ANY BUSINESS THAT COMPETES, WHOLLY OR IN PART, AS OF THE
RELEVANT DATE (AS DEFINED BELOW), IN THE PROVISION OR SALE OF ACQUIRED BRAIN
INJURY SERVICES, THERAPEUTIC FOSTER CARE, OTHER FOSTER CARE OR OTHER HOME OR
COMMUNITY-BASED HEALTHCARE, THERAPY, COUNSELING OR OTHER EDUCATIONAL OR HUMAN
SERVICES TO PEOPLE WITH SPECIAL NEEDS, OR ANY OTHER BUSINESS THAT THE COMPANY IS
ACTIVELY CONDUCTING OR IS ACTIVELY CONSIDERING CONDUCTING AT THE TIME OF
EXECUTIVE'S TERMINATION OF EMPLOYMENT (SO LONG AS EXECUTIVE KNOWS OR REASONABLY
SHOULD HAVE KNOWN ABOUT SUCH PLAN(S)), IN EACH CASE IN ANY GEOGRAPHICAL AREA
WITHIN A 100 MILE RADIUS OF THE EXECUTIVE'S PRINCIPLE PLACE OF WORK WITH THE
COMPANY OR ITS AFFILIATES, AS APPLICABLE (A "COMPETITIVE BUSINESS").
NOTWITHSTANDING THE FOREGOING, IF EXECUTIVE IS SUBJECT TO A MORE RESTRICTIVE
NONCOMPETITION COVENANT IN ANY AGREEMENT WITH THE COMPANY OR ANY OF ITS
AFFILIATES, THE MOST RESTRICTIVE OF SUCH NONCOMPETITION COVENANTS SHALL APPLY;
(B)
ENTER THE EMPLOY OF, OR RENDER ANY SERVICES TO, ANY PERSON (OR ANY