(b) No payments shall be made to Officer past age
sixty-five (65) years regardless of the term
remaining after termination.
(c) There shall be no further extension of the Agreement.
(d) Amounts payable by the Company shall be offset and
reduced by any amount earned by Officer in any active
employment that she may receive during said one-year
period from any other source whatsoever, except said
sums shall not include income from dividends,
investments or passive income. As a condition for
Officer receiving her compensation from the Company,
she agrees to furnish the Company annually with full
information regarding such other employment and to
permit inspection of her records at any such
employment and copy of her Federal income tax
(e) The Company shall receive credit for unemployment
insurance, social security insurance or like amounts
received by Officer.
(f) The payments will cease upon death of Officer
regardless of term remaining.
9. RESTRICTIVE COVENANTS.
(a) Confidential Information. Officer agrees not to
disclose, either during the time she is employed by
the Company or following the termination of her
employment by the Company, any confidential
information concerning the Company, including, but
not limited to, customer lists, contract terms,
financial costs, sales data, or business
opportunities whether for existing, new or developing
(b) Non-Compete. Upon voluntary termination of Officer's
employment, upon termination of Officer's employment
by the Company for cause, or upon termination of
Officer's employment without cause, Officer agrees
not to enter into or engage in any phase of the
business conducted by the Company in any state in
which the Company is conducting business on the date
of termination of Officer's employment with the
Company, either as an individual for her own account,
as a partner or joint venturer, or as an employee,
agent, officer, director, or substantial shareholder
of a corporation or otherwise for a period of one (1)
year following the date of Officer's termination of
her employment with the Company. As of the date of
execution of this Agreement, the business conducted
by the Company was defined as single specialty
surgery centers, single specialty physician networks
and single specialty physician practices.
Notwithstanding the foregoing, in the event Officer's
employment is not terminated for cause, if Officer