NAILAH K. BYRD
`CUYAHOGA COUNTY CLERK OF COURTS
`1200 Ontario Street
`Cleveland, Ohio 44113
`
`Court of Common Pleas
`
`New Case Electronically Filed: COMPLAINT
`April 10, 2024 15:43
`
`By: DONALD W. DAVIS 0030559
`Confirmation Nbr. 3137204
`
`SOUTHWEST UROLOGY, LLC, ET AL
`vs.
`
`TIMA. SIDOR, M.D.
`
`CV 24 995752
`
`Judge: MICHAEL P. SHAUGHNESSY
`
`Pages Filed: 171
`
`Electronically Filed 04/10/2024 15:43 / / CV 24 995752 / Confirmation Nbr. 3137204 / CLSH1
`
`

`

`IN THE COURT OF COMMON PLEAS
`CUYAHOGA COUNTY, OHIO
`
`) CASE NO.:
`
` COMPLAINT
`
`))))
`
`Plaintiffs, Southwest Urology, LLC (“Southwest Urology”) and ION Cleveland Holdings,
`
`LLC (“ION”) (collectively, “Plaintiffs”), by and through the undersigned counsel, and for their
`
`Complaint against Defendant, Tim A. Sidor, M.D. (“Defendant Sidor,” and together with
`
`Plaintiffs, the “Parties”) states as follows:
`
`PARTIES
`
`1.
`
`2.
`
`Plaintiff Southwest Urology is an Ohio limited liability company.
`
`Plaintiff Southwest Urology is a professional medical practice specializing in
`
`urological care.
`
`Plaintiff ION is a Delaware limited liability company.
`
`Defendant Sidor is an individual residing at 6689 Kingscote Park, Independence,
`
`3.
`
`4.
`
`Ohio 44131.
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`
`))
`
` JUDGE:
`
`))))))))))))))
`
`SOUTHWEST UROLOGY, LLC
`6900 PEARL ROAD
`MIDDLEBURG HEIGHTS, OH 44130
`
`& I
`
`ON CLEVELAND HOLDINGS, LLC
`1209 ORANGE STREET
`WILMINGTON, DE 19801
`
`Plaintiffs,
`
`v.
`
`TIM A. SIDOR, M.D.
`6689 KINGSCOTE PARK
`INDEPENDENCE, OHIO 44131
`
`Defendant.
`
`

`

`5.
`
`Defendant Sidor is a physician licensed to practice medicine in the State of Ohio,
`
`providing professional medical services in the specialty of urology.
`
`JURISDICTION AND VENUE
`
`6.
`
`7.
`
`8.
`
`This Court has subject matter jurisdiction pursuant to R.C. § 2305.01.
`
`Venue is proper in this Court pursuant to Civ. R. 3 (C)(1), (3) and (6).
`
`Jurisdiction and venue are also proper because the Parties agreed, by and through
`
`their February 1, 2024, Severance and Release of Claims Agreement (“Severance Agreement”)
`
`that “[t]he sole and exclusive jurisdiction shall be the court, state or federal, having jurisdiction
`
`over Cuyahoga County, Ohio for any disputes arising from or related to this Agreement.”
`
`Severance Agreement, ¶ 12, attached hereto as Exhibit “A.”
`
`FACTUAL OVERVIEW
`
`Employment Agreement
`
`9.
`
`On or about December 31, 2020, Plaintiff Southwest Urology and Defendant Sidor
`
`entered into the Shareholder Physician Employment Agreement (“Employment Agreement”).
`
`10.
`
`A true and accurate copy of the Employment Agreement is attached hereto as
`
`Exhibit “B.”
`
`11.
`
`Pursuant to the Employment Agreement, Defendant Sidor agreed to provide
`
`professional medical and related clinical health care services to Plaintiff Southwest Urology on a
`
`full-time basis, with the initial term of the Employment Agreement beginning December 31, 2020,
`
`and ending December 31, 2025 (the “Term”). See Employment Agreement, § III.a.
`
`12.
`
`Defendant Sidor was to perform such duties and responsibilities under the
`
`Agreement “in good faith, in a diligent, trustworthy, businesslike, proficient, and efficient manner
`
`with reasonable care….” See Employment Agreement, § I.c.
`
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`
`

`

`Equity Interest
`
`13.
`
`In addition to practicing medicine, and pursuant to a December 31, 2020, Securities
`
`Purchase Agreement (“Purchase Agreement”) entered into by and between Plaintiff ION,
`
`Specialty Network Partners, LLC (“SNP”), Emerald Necklace Urology Group, Inc. (“Emerald
`
`Necklace”) and the physician owners of Emerald Necklace (“Owners”), Defendant Sidor held a
`
`fifteen and a half percent (15.5%) ownership interest (“Equity Interest”) of Emerald Necklace in
`
`SNP as defined by the terms and conditions of the Purchase Agreement.
`
`That SNP was a Delaware limited liability company that has been dissolved.
`
`A true and accurate copy of the Purchase Agreement is attached hereto as Exhibit
`
`14.
`
`15.
`
`“C.”
`
`Restrictive Covenants
`
`16.
`
`As set forth in more detail below, in consideration for his employment with
`
`Southwest Urology and grant of Equity Interest in Emerald Necklace, Defendant Sidor agreed to
`
`be bound by certain restrictive covenants.
`
`17.
`
`Such restrictive covenants are set forth in Article IV of the Employment Agreement
`
`and include, without limitation, Confidentiality (IV.a.), Non-Competition (IV.c.), Non-Solicitation
`
`(IV.d.), and Non-Disparagement (IV.e.).
`
`18.
`
`Plaintiff Southwest Urology and Defendant Sidor agreed that the restrictive
`
`covenants were necessary to induce Plaintiff Southwest Urology to enter into the Employment
`
`Agreement, and further agreed that the restrictive covenants are reasonable and narrowly tailed to
`
`protect the confidential information and other legitimate business interests of Plaintiff Southwest
`
`Urology. See Employment Agreement, Art. IV.g.
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`

`

`19.
`
`In his capacity as a physician pursuant to the Employment Agreement, Defendant
`
`Sidor had access to certain confidential, propriety, or other non-public information regarding
`
`Plaintiff Southwest Urology and SNP as well as their affiliates and related entities (defined in the
`
`Employment Agreement as the “Company Group”), including tangible and intangible materials
`
`arising from, or otherwise related to, the services performed and as well as the identities and
`
`contact information of patients. See Employment Agreement, Art. IV (“In the course of
`
`Physician’s employment by the Company, the Physician has had and will continue to have access
`
`to the most sensitive and most valuable trade secrets, proprietary information and other
`
`Confidential Information of the Company Group….”).
`
`20.
`
`In his capacity as a shareholder pursuant to the Purchase Agreement, Defendant
`
`Sidor similarly acknowledged his access to, among other things, “confidential, proprietary and
`
`trade secret information (including all tangible and intangible embodiments thereof) that concerns
`
`the Company Group entities or their respective businesses….”). See Purchase Agreement, § 5.8.
`
`21.
`
`Given, among other things, his access to Plaintiffs’ confidential information,
`
`Defendant Sidor agreed to be bound to the Non-Competition and Non-Solicitation agreements
`
`during the Restricted Period, defined as “the Term plus . . . the period from the Separation Date
`
`until the second anniversary of the Separation Date.” Employment Agreement, p. 15.
`
`22.
`
`Article IV.c. sets forth the Non-Competition agreement and states, in part:
`
`Non-Competition. During the Restricted Period, the Physician will not, directly or
`indirectly (other than through and for the benefit of the Company Group), anywhere
`within or with respect to the Restricted Territory, own, manage, operate, join,
`control, finance or participate in, or participate in the ownership, management,
`operation, control or financing of, or be connected as an owner, investor, partner,
`joint venturer, director, limited liability company manager, employee, independent
`contractor, consultant or other agent of, any Person or enterprise (other than the
`Company Group) that is engaged in any Competing Business . . .
`
`See Employment Agreement, IV.c.
`
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`

`

`23.
`
`Defendant Sidor agreed not to compete against Plaintiffs within the Restricted
`
`Territory, defined as “30 miles of any location at which the Company Group conducted the
`
`Business and the Physician provided professional . . . services . . .” See Employment Agreement,
`
`p. 16.
`
`24.
`
`Article IV.d. of the Employment Agreement sets forth the Non-Solicitation
`
`agreement and states, in part:
`
`Non-Solicitation. During the Restricted Period, the Physician will not, directly or
`indirectly (other than through and for the benefit of the Company Group):
`
`(a) solicit or induce or attempt to solicit or induce (including by recruiting,
`interviewing or identifying or targeting as a candidate for recruitment) any
`Restricted Person to terminate, restrict or hinder such Restricted Person’s
`association with any Company Group entity or interfere in any way with the
`relationship between such Restricted Person and any Company Group entity…
`
`(b) hire or retain, or attempt to hire or otherwise retain the services of any
`Restricted Person as a partner, member of the board of directors or an equivalent
`governing body, officer, employee, independent contractor, licensee,
`consultant, advisor, agent or in any other capacity, or attempt or assist anyone
`else to do so, or
`
`(c) interfere with the relationship between any Company Group entity and any
`Person (i) who is a partner, stockholder, lender, joint venturer, investor,
`consultant, agent, customer, patient, physician referral source, third party payor,
`supplier, vendor, lessor, lessee, dealer, distributor, licensor, licensee or other
`Person having a business relationship with any Company Group entity and (ii)
`with whom the Physician had contact during the Term or about whom the
`Physician had access to Confidential Information during the Term.
`
`See Employment Agreement, IV.d.
`
`25.
`
`In addition, Defendant Sidor agreed to “keep confidential and not disclose… the
`
`terms of this Agreement and all Confidential Information.” See Employment Agreement, IV.a.
`
`26.
`
`Defendant Sidor further agreed to not “directly or indirectly, make any disparaging,
`
`derogatory, negative or knowingly false statement about any Company Group entity…” See
`
`Employment Agreement, IV.e.
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`

`

`27.
`
`Plaintiff Southwest Urology and Defendant Sidor agreed that “any breach of the
`
`restrictive covenants in this Article IV will cause immediate and irreparable harm . . . which could
`
`not be adequately remedied through the payment of monetary damages,” entitling Plaintiff
`
`Southwest Urology to injunctive relief in addition to other legal and equitable remedies. See
`
`Employment Agreement, IV.g.
`
`28.
`
`Defendant Sidor agreed to an equitable tolling provision concerning the restrictive
`
`covenants of Article IV: “If the Physician breaches any covenant in this Article IV, then the
`
`duration of such covenant will be tolled for a period of time equal to the time of such breach and,
`
`if the Company Group seeks injunctive relief or other remedies for any such breach, then the
`
`duration of such covenant will be tolled for a period of time equal to the pendency of such
`
`proceedings (including all appeals).” See Employment Agreement, IV.h.
`
`Amendment to Employment Agreement
`
`29.
`
`Thereafter, on or about December 31, 2023, Plaintiff ION and SNP and Defendant
`
`Sidor agreed to amend the Employment Agreement effective January 1, 2024, pursuant to an
`
`agreement styled as a “Term Sheet” (the “Amendment”).
`
`30.
`
`31.
`
`A true and accurate copy of the Amendment is attached hereto as Exhibit “D.”
`
`The Amendment provided for various changes to Defendant Sidor’s employment
`
`structure for a six-month period, beginning on January 1, 2024, and ending on June 30, 2024.
`
`32.
`
`The Amendment provided that the Parties would enter into a later agreement to be
`
`reduced to a mutually acceptable writing, to include a complete settlement and release of all claims
`
`between the Parties. Amendment, ¶¶ 6, 9.
`
`33.
`
`Pursuant to the Amendment, Defendant Sidor took paid vacation time from January
`
`1, 2024, to January 14, 2024. Amendment, ¶ 2.
`
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`

`

`34.
`
`Upon Defendant Sidor’s return to work following his paid vacation, Defendant
`
`Sidor began to engage in activities in violation of the restrictive covenants set forth in his
`
`Employment Agreement including, but not limited to, diverting patients from Plaintiff Southwest
`
`Urology, unbeknownst to Plaintiffs at that time.
`
`35.
`
`Specifically, following numerous patient appointments in January and February
`
`2024 at Plaintiff Southwest Urology’s facility, Defendant Sidor distributed handwritten notes to
`
`Southwest Urology patients in which Defendant Sidor: (A) advised patients that he had accepted
`
`employment with University Hospital (UH) Parma Medical Center, and (B) instructed patients to
`
`begin scheduling their appointments with Defendant Sidor at UH Parma Medical Center effective
`
`June 1, 2024.
`
`Severance Agreement
`
`36.
`
`Thereafter, in January 2024, the Parties executed the Severance Agreement, with
`
`Defendant Sidor signing on January 24, 2024, and Plaintiffs’ representatives signing on January
`
`29, 2024. See Severance Agreement, p. 9. The Employment Agreement and Severance Agreement
`
`shall be collectively referred to herein as the “Agreements.”
`
`37.
`
`The effective date of the Severance Agreement was February 1, 2024. See
`
`Severance Agreement, § 4(d).
`
`38.
`
`Pursuant to the terms of the Severance Agreement, Dr. Sidor agreed to continue
`
`providing professional services as an at-will employee from January 1, 2024, through June 30,
`
`2024. See Severance Agreement, § 1.
`
`39.
`
`Again, and notwithstanding Section 1 of the Severance Agreement (i.e., providing
`
`for Defendant Sidor’s continuity of care through June 30, 2024), Defendant Sidor had already
`
`accepted competitive employment at UH Parma Medical Center effective June 1, 2024.
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`

`

`40.
`
`In exchange for Defendant Sidor’s continuity of patient care, Plaintiffs agreed to
`
`pay Defendant Sidor a pro-rated salary of $250,000.00 and authorized paid vacation time, among
`
`other consideration. See Severance Agreement, § 1.
`
`41.
`
`Plaintiffs further agreed to waive the Non-Competition restrictive covenant set
`
`forth in Section IV.c. of the Employment Agreement, effective July 1, 2024. See Severance
`
`Agreement, § 2(a) (emphasis added).
`
`42.
`
`Regarding the Equity Interest, the Parties agreed that, in exchange for Plaintiffs’
`
`lump sum payment of $205,000.00 on or about March 31, 2024, Defendant Sidor would forfeit his
`
`Equity Interest in Emerald Necklace and any related entity, as well as any and all rights and
`
`obligations under the Purchase Agreement. See Severance Agreement, § 3(b).
`
`43.
`
`In exchange for all of the foregoing, Defendant Sidor agreed to certain ongoing
`
`obligations and restrictive covenants following the effective date of the Severance Agreement.
`
`44.
`
`Specifically, Defendant Sidor agreed not to “contact, directly indirectly, or through
`
`an agent, any former, current, or known future patients, contractors, employees, affiliates, and
`
`partners regarding [Plaintiffs] . . . in an attempt to persuade one of these foregoing individuals or
`
`entities to break, nullify, void, breach, or otherwise alter their relationship with [Plaintiffs] . . .”
`
`See Severance Agreement, § 8.
`
`45.
`
`The Parties further agreed that the restrictive covenants in the Employment
`
`Agreement concerning Non-Solicitation and Non-Disparagement, among others, would remain in
`
`full force and effect as set forth therein. See Severance Agreement, § 9.
`
`46.
`
`Defendant Sidor, again, agreed to maintain Plaintiffs’ confidential information
`
`including, without limitation, that which concerns Plaintiffs’ employees and patients, and that his
`
`failure to do so would entitle Plaintiffs to all legal remedies and result in termination and/or
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`

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`repayment of compensation provided pursuant to the Severance Agreement. See Severance
`
`Agreement, § 7.
`
`47.
`
`The Parties agreed that “[the Severance Agreement] and any other documents
`
`referenced herein including the Employment Agreement and Amendment constitute the complete
`
`understanding between [Plaintiffs] and [Defendant] . . .” See Severance Agreement, § 17.
`
`48.
`
`The Parties agreed that “[s]hould [Defendant Sidor] breach any terms of this
`
`Agreement and [Plaintiffs] are successful in an action against [Defendant] for such breach,
`
`[Defendant] shall be liable to [Plaintiffs] for the costs and expenses, including reasonable attorney
`
`fees, for bringing such action against [Defendant].” See Severance Agreement, § 13.
`
`49.
`
`After the execution of the Severance Agreement, Plaintiffs discovered that
`
`Defendant Sidor violated, and is continuing to violate, the Non-Competition covenant set forth
`
`Section IV.c. of the Employment Agreement and incorporated into the Severance Agreement by,
`
`as previously indicated herein, accepting employment at a direct competitor of Plaintiff Southwest
`
`Urology — UH Parma Medical Center — effective June 1, 2024.
`
`50.
`
`Defendant Sidor’s competitive employment with the UH Parma Medical Center
`
`violates his obligation to continue rendering services full-time to Plaintiff Southwest Urology’s
`
`patients through June 30, 2024.
`
`51.
`
`In addition, Defendant Sidor violated, and is continuing to violate, the Non­
`
`Solicitation provision set forth in Section IV.d. of the Employment Agreement as incorporated into
`
`the Severance Agreement by, among other actions, soliciting patients, physicians, and employees
`
`of Plaintiffs.
`
`52.
`
`Specifically, Plaintiffs are aware of at least two (2) employees who Defendant Sidor
`
`has either directly or indirectly solicited to join him at UH Parma Medical Center.
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`

`53.
`
`Defendant Sidor failed, and continues to fail, to maintain Confidential Information
`
`in violation of Section IV.a. of the Employment Agreement and Section 7 of the Severance
`
`Agreement.
`
`54.
`
`Defendant Sidor violated, and continues to violate, the Non-Disparagement
`
`provision set forth in Section IV.e. of the Employment Agreement as incorporated into the
`
`Severance Agreement by, among other actions, making disparaging, derogatory, negative, and
`
`knowingly false statements concerning Plaintiffs.
`
`55.
`
`Specifically, Plaintiffs have been advised by numerous individuals that Defendant
`
`Sidor is attempting to incite worry in Plaintiffs’ patients and employees regarding the stability and
`
`longevity of Plaintiffs’ institutions.
`
`56.
`
`In March 2024, Defendant Sidor was terminated for cause due to his violations of
`
`the restrictive covenants set forth in Article IV, among other reasons.
`
`COUNT ONE
`
`57.
`
`58.
`
`Plaintiffs incorporate by reference all of the foregoing allegations.
`
`The Agreements are valid, legally enforceable contracts between Plaintiffs and
`
`Defendant Sidor.
`
`59.
`
`60.
`
`Plaintiffs have fully performed as required under the Agreements.
`
`As set forth herein, Defendant Sidor has failed, and continues to fail, to adhere to
`
`the contractual obligations set forth in the Agreements including those governing non-competition,
`
`non-solicitation, confidentiality, and non-disparagement.
`
`61.
`
`Defendant Sidor’s violations of the restrictive covenants, as set forth above,
`
`constitute breaches of the Agreements.
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`

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`62.
`
`As a direct and proximate result of Defendant Sidor’s breach of the Agreements,
`
`Plaintiffs have suffered harm, and are exposed to the risk of further irreparable harm through,
`
`without limitation, loss of patients, loss of goodwill, and disclosure of confidential and propriety
`
`business information.
`
`63.
`
`As a direct and proximate result of Defendant Sidor’s breach of the Agreements,
`
`Plaintiffs have been damaged in an amount in excess of $25,000.
`
`64.
`
`Plaintiffs are entitled to injunctive relief for the restricted period of two years as set
`
`forth in the Employment Agreement, subject to equitable tolling.
`
`COUNT TWO
`
`65.
`
`66.
`
`Plaintiffs incorporate by reference all of the foregoing allegations.
`
`Prior to executing the Severance Agreement on January 24, 2024, Defendant Sidor
`
`had already engaged in violations of the restrictive covenants in the Employment Agreement,
`
`including, without limitation, diverting patients from Plaintiffs as well as accepting competitive
`
`employment with UH Parma Medical Center, unbeknownst to Plaintiffs.
`
`67.
`
`Prior to the execution of the Severance Agreement, Defendant Sidor knowingly
`
`made false statements to Plaintiff Southwest Urology including, without limitation, that he would
`
`continue rendering services full-time to Plaintiff Southwest Urology’s patients through June 30,
`
`2024.
`
`68.
`
`At the time Defendant Sidor executed the Severance Agreement, Defendant Sidor
`
`had no present intent to perform his obligations as set forth therein.
`
`69.
`
`At the time Defendant Sidor executed the Severance Agreement, Defendant Sidor
`
`knew that he had already violated the restrictive covenants set forth in the Employment Agreement.
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`70.
`
`Defendant Sidor’s representations were material to Plaintiffs’ decision to enter into
`
`the Severance Agreement.
`
`71.
`
`Defendant Sidor knew the above representations were false at the time he made
`
`them, or in the alternative, made the representations with such recklessness as to the truth or falsity
`
`of same that knowledge may be implied.
`
`72.
`
`73.
`
`Defendant Sidor intended that Plaintiffs would rely on his representations.
`
`Plaintiffs justifiably relied on Defendant Sidor’s representations to their detriment
`
`by entering into the Severance Agreement, paying compensation, authorizing paid vacation time,
`
`among other benefits provided to Defendant Sidor.
`
`74.
`
`As a proximate cause of Defendant Sidor’s fraudulent misrepresentations, Plaintiffs
`
`have been damaged in an amount to be determined.
`
`75.
`
`Defendant Sidor’s behavior reflects and was a conscious disregard for the rights of
`
`Plaintiffs that have a great probability of causing substantial harm, entitling Plaintiffs to punitive
`
`damages.
`
`76.
`
`77.
`
`COUNT THREE
`
`Plaintiffs incorporate by reference all of the foregoing allegations.
`
`Prior to the execution of the Severance Agreement, Defendant Sidor knowingly
`
`made false statements to Plaintiff Southwest Urology including, without limitation, that he would
`
`continue rendering services full-time to Plaintiff Southwest Urology’s patients through June 30,
`
`2024.
`
`78.
`
`Defendant Sidor concealed from Plaintiffs that he had accepted competitive
`
`employment with the UH Parma Medical Center.
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`79.
`
`Defendant Sidor’s misrepresentations and omissions were material to Plaintiffs’
`
`decision to enter into the Severance Agreement.
`
`80.
`
`Defendant Sidor knew the above representations were false at the time he made
`
`them, or in the alternative, made the representations with such recklessness as to the truth or falsity
`
`of same that knowledge may be implied.
`
`81.
`
`Defendant Sidor intended that Plaintiffs would rely on his misrepresentations and
`
`omissions to induce Plaintiffs to enter into the Severance Agreement.
`
`82.
`
`Plaintiffs justifiably relied on Defendant Sidor’s misrepresentations and omissions
`
`to their detriment by entering into the Severance Agreement.
`
`83.
`
`As a proximate cause of Defendant Sidor’s fraudulent misrepresentations and
`
`omissions, Plaintiffs have also been damaged by increased administrative costs and expenses and
`
`loss of goodwill.
`
`84.
`
`Defendant Sidor’s behavior reflects a conscious disregard for the rights of Plaintiffs
`
`that has a great probability of causing substantial harm, entitling Plaintiffs to punitive damages.
`
`WHEREFORE, Plaintiffs respectfully request that this Court enter judgment in their favor
`
`and against Defendant Sidor, and award the following relief:
`
`A.
`
`A preliminary and permanent injunction prohibiting Defendant Sidor from:
`
`i.
`
`engaging in competitive conduct with Plaintiffs in violation of the Non­
`
`Competition provision for the restricted period of two years as set forth in
`
`the Employment Agreement, subject to equitable tolling;
`
`ii.
`
`engaging in conduct in violation of the Non-Solicitation provision for the
`
`restricted period of two years as set forth in the Employment Agreement,
`
`subject to equitable tolling;
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`iii.
`
`using and/or disclosing the confidential, propriety, or other non-public
`
`information in violation of the Agreements; and
`
`iv.
`
`engaging in statements and conduct in violation of the Non-Disparagement
`
`provision of the Agreements.
`
`Compensatory damages in excess of $25,000.
`
`Punitive damages.
`
`Reasonable attorneys’ fees, costs, and expenses incurred in the pursuance of this
`
`B.
`
`C.
`
`D.
`
`E.
`
`All such other and further relief, legal and equitable, that the Court deems just and
`
`action.
`
`proper.
`
`Respectfully submitted,
`
`BRENNAN, MANNA & DIAMOND, LLC
`
`/s/ Donald W. Davis
`Donald W. Davis (#0030559)
`John N. Childs (#0023489)
`Elizabeth Shively Boatwright (#0081264)
`75 East Market Street
`Akron, Ohio 44308
`Telephone No.: (330) 253-5060
`Facsimile No.: (330) 253-5197
`dwdavis@bmdllc.com
`Email(s):
`jnchilds@bmdllc.com
`esboatwright@bmdllc.com
`
`Attorneys for Plaintiffs
`
`Electronically Filed 04/10/2024 15:43 / / CV 24 995752 / Confirmation Nbr. 3137204 / CLSH1
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`

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`DocuSIgn Envelope ID: 6A480915-668A-45AA-AE7A-199DAFCA5E09
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`SEVERA
`
`AND RELEASE OF CLAIMS AGREEMENT
`
`THIS SEVERANCE AND RELEASE OF CLAIMS AGREEMENT (the
`“Agreement”) is entered into by and between Specialty Network Partners, LLC (“SNP”), ION
`Cleveland Holdings, LLC (“ION”), Southwest Urology, LLC (“Southwest Urology”) (SNP,
`ION, and Southwest Urology are collectively, the “Employer”) and Dr. 71m A. Sidor, MD. (the
`“Employee”) (each a “Party” to this Agreement and collectively the “Parties”).
`
`WHEREAS, Employee has been employed to provide medical and related clinical
`services on behalf of Employer pursuant to the terms and conditions of the Parties’ Shareholder
`Physician Employment Agreement dated December 31, 2020 (the “Employment Agreement”);
`and
`
`WHEREAS, the Parties amended the terms and conditions of the Employment
`Agreement, in writing, effective January 1,2024 (the “Amendment”) to provide for Employee’s
`transition from his employment with Employer between January 1,2024, through June 30,2024;
`and
`
`WHEREAS, the Parties, by and through tills Agreement, desire to finalize Employee’s
`transition from his employment with Employer.
`
`- NOW THEREFORE, as provided in this Agreement and in consideration of the
`promises and obligations set forth herein, the Parties agree as follows:
`
`1.
`
`Separation Date. The Parties agree that, to provide for Employee’s transition from Ins
`employment with Employer, Employee udll continue to render professional services as an
`at-will employee of Employer beginning January 1, 2024, and continuing through June
`30,2024 (the “Transition Period”), at the agreed upon, prorated salary of Two Hundred
`and Fifty Thousand and 00/100 ($250,000.00), less appropriate deductions, taxes, and
`withholdings. During the Transition Period, Employee shall be entitled to take two (2)
`weeks of paid vacation beginning on January 1,2024, and continuing through January 14,
`2024. Following January 14, 2024, through the termination of the Transition Period,
`Employee shall be entitled to take an additional two (2) weeks of paid vacation, with
`appropriate advance notice to Employer. The Parties agree that Employee’s last day of
`active employment shall be June 30, 2024 (“Separation Date”). As of the Separation
`Date, Employee will be relieved of all duties and responsibilities in connection with his
`employment and will no longer have any authority to act on behalf of or bind the
`Employer.
`
`2.
`
`Consideration, In consideration for the obligations of Employee, including Employee’s
`waiver and release of claims as outlined in Section 4 herein, and effective as of July 1,
`2024, Employer agrees to provide the following benefits to which Employee is not
`otherwise entitled:
`
`a.
`
`Waiver of the Non-Competition restrictive covenant set forth in Section IV.c of
`the Parties’ Employment Agreement
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`Electronically Filed 04/10/2024 15:43 / / CV 24 995752 / Confirmation Nbr. 3137204 / CLSH1
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`Exhibit A
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`

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`DocuSign Envelope ID: 6A480915-668A-45AA-AE7A-199DAFCA5E09
`
`b. Waiver of the penalty provisions set forth in the Parties’ Employment Agreement
`arising as a result of the early termination of the Employment Agreement.
`
`c.
`
`With the exclusive exception of the benefits) outlined in Section 2(aXb) of this
`Agreement, Employee will not be entitled to any other benefits including, but not
`limited to, salary, paid time off, commissions, bonuses, reimbursements,
`retirement/401K contributions, distributions, ownership buyout, or medical,
`vision, or dental insurance, unless otherwise required by law.
`
`3.
`
`Ownership Interest
`
`a.
`
`b.
`
`c.
`
`As of January 1, 2024, Employee acknowledges and agrees that Employee does
`not 0) hold any officer, manager, or other legal position at Southwest Urology;
`and @9 own, control, or otherwise have the right to any economic benefit of any
`equity or other security of Southwest Urology.
`
`The Parties acknowledge that, pursuant to the December 31, 2020, Securities
`Purchase Agreement ("Purchase Agreement”) entered into by and between ION,
`SNP, Emerald Necklace Urology Croup, Inc. (“Emerald Necklace”), and the
`physician owners of Emerald Necklace ("Owners”), Employee received fifteen
`and a half percent (15.5%) interest (fire "Equity Interest”) of Emerald Necklace in
`SNP as defined by the terms and conditions of the Purchase Agreement The
`Parties agree that, in exchange for, and in consideration ofc Employer’s lump sum
`payment of Two Hundred and Five Thousand Dollars and 00/100 ($205,000.00)
`on or about March 31,2024, Employee wifi forfeit his Equity Interest in Emerald
`Necklace and any related entity, and any rights and obligations regarding the
`same under the Purchase Agreement, to Employer. Immediately upon Employer’s
`payment to Employee consistent with the foregoing, Employee will no longer
`maintain any Equity Interest or other interest in Emerald Necklace or any related
`entity, and shall be terminated as a party to the Purchase Agreement
`
`Employee is an indirect owner in the Peari Road Surgery Center (the “ASC”), by
`and through his ownership in 6900 LLC (the "Holdco”). Employee understands
`that on or around March 31,2024, Employee, the ASC and Holdco will take such
`action pursuant to the ASC’s Second Amended and Restated Operating
`Agreement, dated December 31,2020 (the “ASC Operating Agreement”) and the
`governing documents of Holdco to redeem Employee’s indirect ownership in the
`ASC at Ure determined fair market value as valued by a third party independent
`valuation firm.
`
`4.
`
`Employee Release. In consideration for benefits provided in Section 2 of this
`Agreement, which the Parties agree the Employer is not otherwise obligated to provide,
`Employee agrees as follows:
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`Electronically Filed 04/10/2024 15:43/ / CV 24 995752/ Confirmation Nbr. 3137204 / CLSH1
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`

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`DocuSign Envelope ID: 6A480915-668A-45AA-AE7A-199DAFCA5E09
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`Employee waives and releases any and all claims and/or causes of action, whether
`known or unknown, which Employee may have or claim to have against the
`Employer arising from or as a result of his employment with the Employer or as a
`result of his separation from the Employer, including any claims and/or causes of
`action against the Employer’s members, managers, owners, executives, agents,
`attorneys, accountants, affiliates, related entities, subsidiaries, patients, and
`employees. Without limiting the generality of the foregoing, it is understood and
`agreed that this Agreement is intended to cover, and does cover, but is not limited
`to, any and all actions, causes of action, claims and demands of whatever kind or
`nature on account of any and all known and unknown injuries, losses, or damage
`sustained by Employee during or arising out of Employee's application for,
`employment with and subsequent separation from Employer, to every extent
`allowed by law, those rights and claims arising under federal, state or local
`constitutions, statutes, laws, rules, regulations, executive orders, or common law
`regulating employer conduct or prohibiting employment discrimination,
`harassment, retaliation and/or interference based upon race, color, sex, religion,
`handicap or disability, national