9. Should the CEO at his discretion elect to terminate this contract for any other reason than as stated in
Paragraph 7, he shall give the Board 90 days' written notice of his decision to terminate. At the end of the 90
days, all rights, duties and obligations of both parties to the contract shall cease and the CEO will not be entitled
to severance benefits.
10. If an event described in Paragraph 6, 7, or 8 occurs and the CEO accepts any of the severance benefits or
payments described therein, to the extent not prohibited by law, the CEO shall be deemed to voluntary release
and forever discharge the Hospital and its officers, directors, employees, agents, and related corporations and
their successors and assigns, both individually and collectively and in their official capacities (hereinafter
referred to collectively as "Releasees"), from any and all liability arising out of his employment and/or the
cessation of said employment. Nothing contained in this paragraph shall prevent the CEO from bringing an
action to enforce the terms of this Agreement.
11. The CEO shall maintain confidentiality with respect to information that he receives in the course of his
employment and not disclose any such information. The CEO shall not, either during the term of employment of
thereafter, use or permit the use of any information of or relating to the Hospital in connection with any activity
or business and shall not divulge such information to any person, firm, or corporation whatsoever, except as may
be necessary in the performance of his duties hereunder or as may be required by law or legal process.
12. During the term of his employment and during the 24-month period following termination of his
employment, the CEO shall not directly own, manage, operate, join, control, or participate in or be connected
with, as an officer, employee, partner, stockholder or otherwise, any other hospital, medical clinic, integrated
delivery system, health maintenance organization, or related business, partnership, firm, or corporation (all of
which hereinafter are referred to as "entity") that is at the time engaged principally or significantly in a business
that is, directly or indirectly, at the time in competition with the business of the Hospital within the service area
of the Hospital. The service area is defined as [describe by counties, zip codes, a mileage radius, etc.]. Nothing
herein shall prohibit the CEO from acquiring or holding any issue of stock or securities of any entity that has any
securities listed on a national securities exchange or quoted in a daily listing of over-the-counter market
securities, provided that any one time the CEO and members of the CEO's immediate family do not own more
than one percent of any voting securities of any such entity. This covenant shall be construed as an agreement
independent of any other provision of this Agreement, and the existence of any claim or cause of action, whether
predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Hospital of
this covenant. In the event of actual or threatened breach by the CEO of this provision, the Hospital shall be
entitled to an injunction restraining the CEO from violation or further violation of the terms thereof.
13. The CEO shall not directly or indirectly through his own efforts, or otherwise, during the term of this
Agreement, and for a period of 24 months thereafter, employ, solicit to employ, or otherwise contract with, or in
any way retain the services of any employee or former employee of the Hospital, if such individual has provided
professional or support services to the Hospital at any time during this Agreement without the express written
consent of the Hospital. The CEO will not interfere with the relationship of the Hospital and any of its employees
and the CEO will not attempt to divert from the Hospital any business in which the Hospital has been actively
engaged during his employment.
14. Terms of a new contract shall be completed, or the decision made not to negotiate a new contract made, not
later than the end of the tenth month. This contract and all its terms and conditions shall continue in effect until
terminated.
15. This contract constitutes the entire agreement between the parties and contains all the agreements between
them with respect to the subject matter hereof. It also supersedes any and all other agreements or contracts, either
oral or written, between the parties with respect to the subject matter hereof.
16. Except as otherwise specifically provided, the terms and conditions of this contract may be amended at any
time by mutual agreement of the parties, provided that before any amendment shall be valid or effective it shall
have been reduced to writing and signed by the Chairman of the Board and the CEO.