What are the hard terms of Dr. Cafaro’s employment, non-compete, and seller note that keep him engaged for 5 years? Are there any “outs” of the employment contract for Dr. Cafaro?

Dr. Cafaro will own the clinical entity at closing. We will add Dr. Rago as an owner of the clinical entity as soon as possible post-closing. 5 year non-compete for AZ and four surrounding states. Seller note and rollover are expected to keep him engaged (he is set to make more from the rollover than the sale as long as we hit the base case).