Employee Restrictive Covenant Agreement

“Competitive Business” means the business activities described in Cover Terms under Competitive Business.

“Confidential Information” means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee.

“Covered Customers” means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment.

“Covered Employees” means employees with whom Employee worked or whom Employee managed during the 12 months before termination of employment.

“Passive Public Holdings” means ownership of securities of a publicly traded company representing less than five percent of any class of such company's securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business.

“Protected Interests” means Employer's Confidential Information and trade secrets, near-permanent relationships with customers, patients, and referral sources, workforce stability, and goodwill.

“Restricted Period” means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason.

“Restricted Territory” means the geographic area described in Cover Terms under Restricted Territory.

“Solicit” means to directly or indirectly contact, approach, induce, encourage, or provide Confidential Information to any person or entity for the purpose of diverting business away from Employer, but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.

“Trade Secrets” has the meaning given in the Illinois Trade Secrets Act, 765 ILCS 1065/2(d).

Employer and Employee acknowledge that each restrictive covenant in this agreement is ancillary to a valid employment relationship and protects one or more Protected Interests of Employer. Employer would not provide Employee with access to these Protected Interests absent the protections in this agreement.

Employer has advised Employee, in writing, to consult with an attorney before entering into this agreement, and has either provided Employee with a copy of this agreement at least 14 calendar days before the commencement of Employee's employment or given Employee at least 14 calendar days to review it before signing. Employee may choose to sign before the 14-day period expires, but Employer has extended the full period. The parties agree that this agreement is supported by adequate consideration — either at least two years of employment after Employee signs this agreement, or the compensation, access to Confidential Information, and other benefits Employer provides to Employee under this agreement, which the parties agree are given in exchange for the restrictive covenants — given specifically in exchange for the restrictive covenants in this agreement. Employee acknowledges that the restrictions in this agreement are reasonable and necessary to protect Employer's Protected Interests. This agreement is effective as of the Effective Date listed in Cover Terms.

Employee must treat all Confidential Information as strictly confidential. Employee must not use or disclose Confidential Information except as required to perform authorized job duties or with Employer's prior written consent. Employee's obligations regarding trade secrets continue for the Trade Secrets Duration specified in Cover Terms, to the extent the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the Other Confidential Information Duration specified in Cover Terms.

Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any other federal, state, or local agency; (b) making disclosures protected under whistleblower provisions of any law; (c) discussing wages, hours, or other terms and conditions of employment as protected by applicable law; (d) testifying truthfully in legal proceedings; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.

During the Restricted Period, Employee must not Solicit, recruit, hire, or attempt to hire any Covered Employee. This restriction does not prohibit Employee from providing a professional reference upon request or from hiring a person who responds to a general advertisement not directed specifically at Employer's employees. This covenant does not apply if Employee's actual or expected annualized rate of earnings is $45,000 or less (820 ILCS 90/10(b)).

During the Restricted Period, Employee must not Solicit the business of any Covered Customer. This covenant does not apply if Employee's actual or expected annualized rate of earnings is $45,000 or less (820 ILCS 90/10(b)).

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer, regardless of whether Employee or the Covered Customer first initiated contact. This covenant does not apply if Employee's actual or expected annualized rate of earnings is $45,000 or less (820 ILCS 90/10(b)).

During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. This covenant does not apply if Employee's actual or expected annualized rate of earnings is $75,000 or less. Passive Public Holdings are permitted. The worker exclusions and layoff-compensation condition stated below also apply to this covenant.

During the Restricted Period specified in Cover Terms for Non-Disparagement, Employee must not make statements that are intended to or reasonably likely to disparage Employer, its officers, directors, employees, products, or services. This section does not restrict Employee from making truthful statements in legal proceedings, providing truthful testimony, making disclosures to government agencies, or exercising rights protected by law.

Notwithstanding any other provision of this agreement, the covenant not to compete and the covenant not to solicit do not apply to Employee working in construction unless Employee primarily performs management, engineering or architectural, design, or sales functions or is an owner. The covenant not to compete does not apply to Employee covered by a collective bargaining agreement governing public or educational labor relations. The applicable covenant does not apply to a nurse or certified nurse aide placed by a nurse agency on a temporary basis, to a broadcast employee subject to a prohibited post-employment geographic or time restraint, or to a licensed mental-health professional providing services to veterans or first responders where the restriction would increase the cost or difficulty of obtaining those services.

If Employee is terminated, furloughed, or laid off as the result of business circumstances or governmental orders related to the COVID-19 pandemic or under circumstances similar to it, the covenant not to compete and the covenant not to solicit are enforceable only if Employer pays Employee, for the period of enforcement, compensation equivalent to Employee's base salary at the time of termination, reduced by any compensation Employee earns through subsequent employment during that period (820 ILCS 90/10(c)).

Employee represents that performing duties for Employer and complying with this agreement does not conflict with any prior agreement, court order, or legal obligation binding on Employee. Employee must promptly disclose to Employer any potential conflict that arises during employment.

Employer may disclose the existence and terms of this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach this agreement. Employee consents to this disclosure.

If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, so that the full duration of the restriction runs from the date the breach ends.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive or other equitable relief in addition to any other remedies available at law.

If any provision of this agreement is found to be unenforceable, the remaining provisions remain in full force and effect. Each restrictive covenant in this agreement is intended to be independently enforceable.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms. Obligations under the Confidential Information and Trade Secret Protection section survive for the Trade Secrets Duration specified in Cover Terms to the extent they relate to trade secrets, and for the Other Confidential Information Duration specified in Cover Terms for other Confidential Information. All other provisions survive to the extent necessary to enforce rights that arose during employment.

Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

This agreement is governed by the law listed in Cover Terms. Disputes will be resolved in the courts of the Governing Law state, subject to non-waivable rights under applicable law.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties. A party's failure to enforce any provision does not waive that party's right to enforce it later. This agreement may be executed in counterparts, including by electronic signature, each of which is an original.