EX-10.6.5
THIS NONCOMPETITION
AGREEMENT ("Agreement") is entered into as of this 10th day of
April, 2009 between EMERITUS CORPORATION, a Washington corporation
(the "Company") and GRANGER COBB ("Executive").
A. The
Company is engaged in the business of owning, leasing, operating
and managing assisted living communities.
B. Executive
is the President and Co-Chief Executive Officer of the Company.
C. Executive
recognizes that it is desirable and in the best interests of the
Company that he agree not to compete with the Company.
D. The
parties hereto intend to be legally bound hereby.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
Executive shall not,
during his employment by the Company and for a period of [one year]
from the date on which his employment terminates for any reason,
directly or indirectly be employed by, own, manage, operate, join,
control or participate in the ownership, management, operation or
control of, or otherwise be connected with, any business engaged in
the ownership, leasing, operation or management of assisted living
communities in the United States and Canada; provided, however,
that nothing herein shall prevent the purchase or ownership by
Executive of (i) shares which constitute less than five percent of
the outstanding equity securities of a publicly held corporation,
or (ii) up to a 10% interest as a limited partner of a limited
partnership or a member of a limited liability company holding
substantially the same rights as a limited partner in a limited
partnership The term "assisted living community" means
any facility or other institution, however named, which is
advertised or maintained for lodging, daily meal service and
assistance with the activities of daily living for
seniors, as generally represented by the
assisted living communities operated by the Company.
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Non-Solicitation of Employees and
Customers
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During his employment
by the Company and for a period of [one year] from the date on
which his employment terminates for any reason, Executive shall
not, directly or indirectly, (a) induce or attempt to induce, any
employee or independent contractor of the Company to cease such
employment or relationship, or (b) solicit, divert, appropriate to
or accept on behalf of himself or any other business, any business
from any customer or prospective customer of the Company with whom
Executive has dealt, whose dealings with the Company have been
supervised by Executive about whom Executive has Confidential
Information (defined below) in the course of his employment.
3.
Confidential Information
The Company will be
the exclusive owner of all Confidential Information (defined
below). Executive agrees to assign and transfer to the
Company all rights and ownership that he has or will have in
Confidential Information. Further, Executive waives any
moral rights that he may have in any Confidential
Information. Executive will take such action (i
