3.3 Location. The Employee shall perform his full-time services to the Company andits subsidiaries in the Company’s Bermuda office; provided that the Employee shall berequired to travel as reasonably necessary to perform his duties hereunder. The Employee shallestablish residence in Bermuda as soon as practicable following the Effective Date.               4. Compensation and Benefits by the Company. As compensation for all servicesrendered pursuant to this Agreement, the Company shall provide the Employee the following duringthe Term and thereafter as applicable:               4.1 Base Salary. During the Term, the Company will pay to the Employee an annual basesalary of $350,000, payable in accordance with the customary payroll practices of the Company(“Base Salary”). The Employee’s Base Salary shall be subject to review and may be increased (butnot decreased) to an amount determined at the discretion of the Board of Directors of the Company(the “Board”) or the compensation committee thereof (which, thereafter, shall be his “Base Salary”)after taking into consideration the Employee’s performance, the Company’s performance, increases inthe cost of living and such other factors as the Board or the compensation committee thereof ingood faith deems relevant. Such review shall be conducted no less frequently than once during eachcalendar year at the same time the Company conducts its review of the compensation of the Company’sother senior executive officers.               4.2 Bonuses. During the Term, the Employee shall be eligible to receive an annualcash bonus (“Bonus”) under a plan established by the Company in the amount determined by the Boardor the compensation committee thereof based upon achievement of performance measures established bythe Company, after reasonable consultation with the Employee, and approved by the Board in its solediscretion. The Employee’s target bonus shall be seventy five percent (75%) of Base Salary (the“Target Bonus”). For the calendar year ending on December 31, 2008, the Employee shall receive aBonus in an amount no less than 50% of his then-current Base Salary (the “2008 Bonus”). TheEmployee’s Bonus (including the 2008 Bonus) shall be payable at such times and in the mannerconsistent with the Company’s policies regarding compensation of executive employees. The Employeemust not have given notice of his intention to terminate without Good Reason prior to or at thetime the Employee’s Bonus payment is to be made in order to be eligible to receive the Bonus. TheBonus with respect to any calendar year shall be paid no earlier than January 1 and no later thanMarch 15 of the following calendar year.               4.3 Participation in Employee Benefit Plans. The Employee shall be entitled duringthe Term, if and to the extent eligible, to participate in all of the applicable pension andwelfare benefit plans and fringe benefits of the Company, which may be available to other seniorexecutives of the Company. These plans shall include, without limitation, medical, prescriptiondrug, dental, vision, disability, life and accidental death insurance plans and programs and a401(k) plan to the extent, and on terms at least as favorable as, such plans and programs areavailable to other senior executives of the Company. The Company may at any time or from time totime amend, modify, suspend or terminate any employee benefit plan, program or arrangement for anyreason without the Employee’s consent if such amendment, modification, suspension or termination isconsistent with the amendment, modification, suspension or termination for other executives of theCompany. In each calendar year prior to the date the Employee’s employment terminates due toDisability (as defined below), the
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Employee shall be entitled to receive up to ninety (90) days of full salary continuation inthe event he is unable to perform his duties hereunder without reasonable accommodation due to aphysical or mental illness or injury.               4.4 Equity Compensation. During the Term, the Employee shall be eligible toparticipate in the 2007 Scottish Re Group Limited Stock Option Plan, an equity incentivecompensation plan established by the Company (the “Equity Incentive Plan”), pursuant to the termsof the Equity Incentive Plan and any applicable agreements thereunder as determined from time totime by the Board. The Employee shall receive an initial grant of the option to purchase 225,000ordinary shares of the Company (the “Initial Grant”) pursuant to the terms of the Equity IncentivePlan and any applicable agreements thereunder. Notwithstanding the foregoing or the terms of theEquity Incentive Plan, the Employee’s award agreement with respect to the Initial Grant shallprovide that if the Employee’s employment is terminated by the Company without “Cause” (as definedbelow), the Employee terminates his employment with “Good Reason” (as defined below), or theEmployee’s employment with the Company terminates in connection with the Company’s determinationnot to extend or renew the Term pursuant to Section 2, to the extent not previously forfeited, theunvested portion of the Initial Grant, if any, shall become immediately vested and exercisable, andshall remain exercisable for a period of ninety (90) days following the date of such termination ofemployment.               4.5 Relocation. The Company shall provide the Employee (on a fully grossed up taxneutral basis), directly or through reimbursement (as determined in the Company’s reasonablediscretion) the following relocation, housing and transportation benefits: (a) a housing allowanceof $10,000 per month to lease a home in Bermuda, such allowance to be payable to the Employeestarting on the first day of such lease (after a copy of the executed lease is delivered to theCompany), (b) until the earlier of (x) 12 months post-Effective Date and (y) the date of therelocation of the Employee’s family to Bermuda, pursuant to the Company’s normal travel expensepolicy, weekly air travel between the Employee’s home in Bethesda, Maryland and Bermuda (suchpayment or reimbursement to include ground transportation between the Employee’s home and theapplicable airport), and (c) all reasonable costs associated with relocating the Employee and hisfamily and transporting the Employee’s household goods to Bermuda, as well as a $5,000 bonus amountto cover any incidental expenses (such amounts paid by the Company pursuant to subsection (c), the“Relocation Expenses”). For the avoidance of doubt, the Relocation Expenses shall not be providedto the Employee on a fully grossed up tax neutral basis. Any such reimbursements and anyapplicable tax gross-up payments for any reimbursement or in-kind benefit shall be made no laterthan thirty (30) business days following presentation to the Company of the bill or invoice for anysuch benefit. In no event will any reimbursement or in-kind benefit in any calendar year affectany reimbursement or in-kind benefit made in any subsequent calendar year. In no event will anytax gross-up payment be made later than the Employee’s taxable year next following the taxable yearin which the Employee remits the related taxes. In the event that Employee should terminate hisemployment with the Company without Good Reason, the Employee shall reimburse to the Company a prorata share of the Relocation Expenses in accordance with the following schedule:               (i) Prior to the expiration of six (6) months from the Effective Date, the Employeeshall reimburse 75% of the Relocation Expenses;
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               (ii) Prior to the expiration of twelve (12) months from the Effective Date, butsubsequent to the time period referenced in Section 4.5(i), the Employee shall reimburse50% of the Relocation Expenses; and               (iii) Prior to the expiration of eighteen (18) months from the Effective Date, butsubsequent to the time period referenced in Section 4.5(ii), the Employee shallreimburse 25% of the Relocation Expenses.               4.6 Expense Reimbursement. During the Term, the Employee shall be entitled to receivereimbursement for all appropriate business expenses incurred by him in connection with his dutiesunder this Agreement in accordance with the policies of the Company applicable to other executiveemployees as in effect from time to time.               4.7 Professional Fees. The Company shall pay or reimburse the Employee (on a fullygrossed up tax neutral basis) for the Employee’s reasonable attorneys’ fees and costs (not toexceed $10,000) incurred during 2007 in connection with advice pertaining to and negotiation ofthis Agreement upon presentation to the Company of bills or invoices for such services and suchother supporting information as the Company may reasonably require. Such payment or reimbursementand the corresponding gross-up payment shall be made no later than fifteen (15) business daysfollowing presentation to the Company of the bill or invoice for such services. In no event willthe payment or reimbursement affect any other reimbursement or in-kind benefit made in anysubsequent calendar year or be made later than December 31, 2007. In no event will the taxgross-up payment be made later than March 31, 2008.               4.8 Signing Bonus. The company shall pay the Employee (a) a $175,000 signing bonusand (b) on a fully grossed up tax neutral basis, a $30,000 bonus for purchase of a groundtransportation vehicle in Bermuda, each upon execution of this Agreement (collectively, the“Signing Bonus”). If the Employee’s employment with the Company is terminated either (x) by theCompany for Cause or (y) by the Employee without Good Reason within one (1) year of the EffectiveDate, the Employee agrees to return the entire amount of the Signing Bonus to the Company.               4.9 Vacation. The Employee shall be entitled to four (4) weeks of paid vacation perannum, in accordance with the Company’s vacation policy.               5. Termination of Employment.               5.1 By the Company for Cause or by the Employee Without Good Reason. If: (i) theCompany terminates the Employee’s employment with the Company for Cause (as defined below); or (ii)the Employee terminates his employment without Good Reason (as defined below) (providedthat the Employee shall be required to give the Company at least forty-five (45) days prior writtennotice of such termination), the Employee or the Employee’s legal representatives (as appropriate),shall be entitled to receive the following (the “Accrued Benefits”):                    (i) the Employee’s accrued but unpaid Base Salary and benefits set forth in Sections 4.1 and4.3, if any, to the date of termination;                    (ii) the unpaid portion of the Bonus, if any, relating to the calendar year prior tothe calendar year of the Employee’s termination, payable in
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accordance with Section 4.2; provided, however, that if the Employee isterminated by the Company for Cause, or gives notice of his intention to terminate his employmentwithout Good Reason, prior to the date on the Employee’s Bonus payment is to be made, the Employeeshall not be eligible for and shall not be paid such Bonus amount;                    (iii) in accordance with the Company’s policies, any accrued but unused vacation time or paidtime off; and                    (iv) expenses reimbursable under Section 4.7 incurred but not yet reimbursed to the Employeeto the date of termination.               For the purposes of this Agreement, “Cause” means, as determined by a majority of the Board,in the Board’s reasonable business judgment acting in good faith and engaging in fair dealing withthe Employee, with respect to conduct during the Employee’s employment with the Company (i) theEmployee’s conviction during the Term by a court of competent jurisdiction of, or plea of guilty ornolo contendere to, (x) a felony or (y) a misdemeanor (excluding a petty misdemeanor)  involvingdishonesty, fraud, financial impropriety, or moral turpitude resulting in the imposition of acustodial sentence; (ii) intentional acts of dishonesty by the Employee resulting or intending toresult in personal gain or enrichment at the expense of the Company or its subsidiaries; (iii) theEmployee’s breach of his material obligations under this Agreement; (iv) conduct by the Employee inconnection with his duties hereunder that is fraudulent or grossly negligent or that the Employeeknew or reasonably should have known to be unlawful; provided that any action taken by theEmployee on the advice of the Company’s Chief Administrative Officer (or his designee) shall not betreated as unlawful for purposes of this clause (iv); (v) engaging in personal conduct by theEmployee (including, but not limited to, employee harassment or discrimination, the use orpossession at work of any illegal controlled substance) which discredits or damages the Company orits subsidiaries; (vi) contravention of specific lawful direction of the Board or continuinginattention to or continuing failure to attempt, in good faith, to perform the duties to beperformed by the Employee under the terms of Section 3.2 of this Agreement or (vii) breach of theEmployee’s covenants set forth in Section 6 below before termination of employment. The Employeeshall have fifteen (15) days after notice from the Company, which notice shall set forth inreasonable detail a description of the deficiency determined by the Board to constitute Cause, tocure the deficiency leading to the Cause determination (except with respect to (i) above), ifcurable, and, if cured, the alleged deficiency shall not constitute Cause hereunder. A terminationfor “Cause” shall be effective immediately (or on such other date set forth by the Company),following the Employee’s failure to timely cure such conduct, if curable.               For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) amaterial adverse reduction in the Employee’s authority, responsibilities or duties; (ii) areduction in the Employee’s Base Salary or bonus opportunity; provided that the Company mayat any time or from time to time amend, modify, suspend or terminate any bonus, incentivecompensation or other benefit plan or program provided to the Employee for any reason and withoutthe Employee’s consent if such modification, suspension or termination (x) is a result of theunderperformance of the Employee or the Company under its business plan, and (y) is consistent withan “across the board” reduction for all similar employees of the Company, and, in each case, isundertaken in the Board’s reasonable business judgment acting in good faith and engaging in fairdealing with the Employee; or (iii) the Company’s material breach of the Agreement;provided that a suspension of the Employee and the requirement that the Employee
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not report to work shall not constitute “Good Reason” if the Employee continues to receive thefull compensation and benefits required by this Agreement. The Company shall have thirty (30) daysafter receipt of notice from the Employee in writing specifying the deficiency to cure thedeficiency that would result in Good Reason.               5.2 By the Company Without Cause; by the Employee with Good Reason; or Following theCompany’s Decision Not to Renew the Term. If, (1) during the Term: (i) the Company terminatesthe Employee’s employment without Cause (which may be done at any time without prior notice) or(ii) the Employee terminates his employment for Good Reason (within ninety (90) days following theinitial condition giving rise to such Good Reason), upon at least forty-five (45) days priorwritten notice, or (2) the Employee’s employment with the Company terminates in connection with theCompany’s determination not to extend or renew the Term pursuant to Section 2, upon executionwithout revocation of a valid release agreement in a form reasonably acceptable to the Parties,drafted diligently and in good faith, consistent with the terms and conditions of this Agreement,and not in violation of any applicable laws (the “Release”), the Employee shall be entitled toreceive:               (i) the Accrued Benefits;               (ii) an amount equal to (x) the Employee’s annual Base Salary as of the date oftermination plus (y) the Employee’s Target Bonus as of the date of termination (the“Severance Amount”), payable in a lump sum, less standard income and payroll taxwithholding and other authorized deductions within fifteen (15) days following theeffective date of the Release or such later time as required by Section 409A of theInternal Revenue Code of 1986, as amended (“Section 409A”);               (iii) continued payment of the Employee’s Base Salary for the duration of theinitial two-year Term, or any subsequent one-year renewal Term, as applicable, as thoughEmployee remained employed by the Company through the end of the applicable Term andneither party earlier terminated his employment (provided, however, thatin no event shall such continued payment of the Employee’s Base Salary exceed a periodof twelve (12) months) payable in accordance with the customary payroll practices of theCompany; provided that each payroll payment shall be treated as a separatepayment for purposes of Section 409A, and the regulations promulgated thereunder (the“Code”);               (iv) if the Employee elects continuing group coverage pursuant to the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of thecost of such continuation coverage (on a fully grossed up tax neutral basis) for theearlier of (x) twelve (12) months or (y) such earlier date that the Employee is covered(or eligible to be covered) under another group health plan, subject to the terms of theplans and applicable law; and               (v) the Company shall pay or reimburse the Employee (in either case, on a fullygrossed up tax neutral basis in accordance with the terms of Section 4.5) for theEmployee’s reasonable costs (not to exceed $50,000) associated with repatriating theEmployee and his family and transporting the Employee’s household goods from Bermuda tothe Employee’s future principal residence, payable in accordance with the Company’srelocation policy.
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          provided, however, that, notwithstanding the foregoing, following a Change ofControl (as defined below), any payments or distributions by the Company to, or for the benefit of,the Employee (including any amounts that constitute “parachute payments” under Section 280G(b)(2)of the Code) in accordance with this Agreement or the Equity Incentive Plan shall not exceed onedollar less than three times the Employee’s “base amount” within the meaning of Section 280G(b)(3)of the Internal Revenue Code.          “Change of Control” shall mean (1) any person, other than Cerberus Capital Management, L.P.(“Cerberus”) or Mass Mutual Capital Partners LLC (“Mass Mutual”) or their respective affiliates,becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of thecombined voting power of the then issued and outstanding equity securities of the Company, or (2)the sale, transfer or other disposition of all or substantially all of the business and assets ofthe Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) toanother person other than a transaction in which the survivor or transferee is a person controlled,directly or indirectly, by Cerberus or Mass Mutual Capital or their affiliates.          The Company shall have no obligation to provide the benefits set forth above in the event thatthe Company has a reasonable, justifiable and good faith belief that the Employee has breached theprovisions of Section 6.               5.3 Due to Death or Disability. If: (i) the Employee’s employment terminates due tohis death; or (ii) the Company terminates the Employee’s employment with the Company due to theEmployee’s Disability (as defined below), in addition to Accrued Benefits, the Employee or theEmployee’s spouse, dependents or legal representatives (as appropriate), shall be entitled toreceive (A) a lump-sum equal to the prorated portion of the Employee’s Target Bonus for the year ofthe Employee’s death or termination of employment due to Disability, less standard income andpayroll tax withholding and other authorized deductions, payable within thirty (30) days followingthe date the Employee’s employment terminates, and (B) if the Employee, or his spouse or dependants(as appropriate) elects continuing group coverage pursuant to COBRA, reimbursement of the cost ofsuch continuation coverage (on a fully grossed up tax neutral basis) for the earlier of (x) twelve(12) months or (y) such earlier date that the Employee, his spouse or dependents, as the case maybe, is covered under another group health plan, subject in all cases to the terms of the plans andapplicable law.          For the purposes of this Agreement, “Disability” means a determination by the Company inaccordance with applicable law that as a result of a physical or mental injury or illness, theEmployee is unable to perform the essential functions of his job even with reasonable accommodationfor a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180) days in any one(1) year period.               5.4 No Mitigation; No Offset. The Employee shall be under no obligation to seek otheremployment after his termination of employment with the Company and the obligations of the Companyto the Employee which arise upon the termination of his employment pursuant to this Section 5 shallnot be subject to mitigation or offset.               5.5 Removal from any Boards and Position. If the Employee’s employment is terminatedfor any reason under this Agreement, he shall be deemed to have resigned, effective as of the dateof the Employee’s termination, (i) if a member, from the Board
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or board of directors of any subsidiary of the Company or any other board to which he has beenappointed or nominated by or on behalf of the Company and (ii) from any position with the Companyor any subsidiary of the Company, including, but not limited to, as an officer of the Company andany of its subsidiaries.               5.6 Nondisparagement. The Employee and the Company agree that each will not at anytime (whether during or after the Term) publish or communicate to any person or entity anyDisparaging (as defined below) remarks, comments or statements concerning the other (including,when regarding the Company, its parents, subsidiaries and affiliates, and their respective presentand former members, partners, directors, officers, shareholders, employees, agents, attorneys,successors and assigns). “Disparaging” remarks, comments or statements are those that impugn thecharacter, honesty, integrity or morality or business acumen or abilities in connection with anyaspect of the operation of business of the individual or entity being disparaged.               6. Restrictions and Obligations of the Employee.               6.1 Confidentiality. (a) During the course of the Employee’s employment by theCompany, the Employee has had and will have access to certain trade secrets and confidentialinformation relating to the Company and its subsidiaries (the “Protected Parties”) which is notreadily available from sources outside the Company. The confidential and proprietary informationand, in any material respect, trade secrets of the Protected Parties are among their most valuableassets, including but not limited to, their customer, supplier and vendor lists, databases,competitive strategies, computer programs, frameworks, or models, their marketing programs, theirsales, financial, marketing, training and technical information, their product development (andproprietary product data) and any other information, whether communicated orally, electronically,in writing or in other tangible forms concerning how the Protected Parties create, develop, acquireor maintain their products and marketing plans, target their potential customers and operate theirretail and other businesses. The Protected Parties invested, and continue to invest, considerableamounts of time and money in their process, technology, know-how, obtaining and developing thegoodwill of their customers, their other external relationships, their data systems and data bases,and all the information described above (hereinafter collectively referred to as “ConfidentialInformation”), and any misappropriation or unauthorized disclosure of Confidential Information inany form would irreparably harm the Protected Parties. The Employee acknowledges that suchConfidential Information constitutes valuable, highly confidential, special and unique property ofthe Protected Parties. The Employee shall hold in a fiduciary capacity for the benefit of theProtected Parties all Confidential Information relating to the Protected Parties and theirbusinesses, which shall have been obtained by the Employee during the Employee’s employment by theCompany or its subsidiaries and which shall not be or become public knowledge (other than by actsby the Employee or representatives of the Employee in violation of this Agreement). Except asrequired by law (including, but not limited to, pursuant to a lawful subpoena) or an order of acourt or governmental agency with jurisdiction, the Employee shall not, during the period theEmployee is employed by the Company or its subsidiaries or at any time thereafter, disclose anyConfidential Information, directly or indirectly, to any person or entity for any reason or purposewhatsoever, nor shall the Employee use it in any way, except in the course of the Employee’semployment with, and for the benefit of, the Protected Parties or to enforce any rights or defendany claims hereunder or under any other agreement to which the Employee is a party;provided that such disclosure is relevant to the enforcement of such rights or defense ofsuch claims and is
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only disclosed in the formal proceedings related thereto. The Employee shall take reasonablesteps to safeguard the Confidential Information and to protect it against disclosure, misuse,espionage, loss and theft. The Employee understands and agrees that the Employee shall acquire norights to any such Confidential Information.          (b) All Company files, records, documents, drawings, specifications, data, computer programs,evaluation mechanisms and analytics and similar items relating thereto or to the Business (for thepurposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as allcustomer lists, specific customer information, compilations of product research and marketingtechniques of the Company and its subsidiaries, whether prepared by the Employee or otherwisecoming into the Employee’s possession, shall remain the exclusive property of the Company and itssubsidiaries, and the Employee shall not remove any such items from the premises of the Company andits subsidiaries, except in furtherance of the Employee’s duties under this Agreement.          (c) It is understood that while employed by the Company or its subsidiaries, the Employee willpromptly disclose to it, and assign to it the Employee’s interest in any invention, improvement ordiscovery made or conceived by the Employee, either alone or jointly with others, which arises outof the Employee’s employment. At the Company’s request and expense, the Employee will assist theCompany and its subsidiaries during the period of the Employee’s employment by the Company or itssubsidiaries and thereafter in connection with any controversy or legal proceeding relating to suchinvention, improvement or discovery and in obtaining domestic and foreign patent or otherprotection covering the same.          (d) As requested by the Company and at the Company’s expense, from time to time and upon thetermination of the Employee’s employment with the Company for any reason, the Employee willpromptly deliver to the Company and its subsidiaries all copies and embodiments, in whatever form,of all Confidential Information in the Employee’s possession or within his control (including, butnot limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation,program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materialscontaining any Confidential Information) irrespective of the location or form of such material. Ifrequested by the Company, the Employee will provide the Company with written confirmation that allsuch materials have been delivered to the Company as provided herein.               6.2 Non-Solicitation or Hire. During the Term and for a period of eighteen months(18) months following the termination of the Employee’s employment for any reason, the Employeeshall not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly,(a) any party who is a customer of the Company or its subsidiaries, or who was a customer of theCompany or its subsidiaries at any time during the twelve (12) month period immediately prior tothe date the Employee’s employment terminates, for the purpose of marketing, selling or providingto any such party any services or products offered by or available from the Company or itssubsidiaries (provided that, if the Employee intends to solicit any such party for anyother purpose, he shall notify the Company of such intention and receive prior written approvalfrom the Company, which approval shall not unreasonably be withheld), (b) any supplier to orcustomer or client of the Company or any subsidiary to terminate, reduce or alter negatively itsrelationship with the Company or any subsidiary or in any manner interfere with any agreement orcontract between the Company or any subsidiary and such supplier, customer or client or (c) anyemployee of the Company or any of its subsidiaries or any person who was an
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employee of the Company or any of its subsidiaries during the twelve (12) month periodimmediately prior to the date the Employee’s employment terminates to terminate such employee’semployment relationship with the Protected Parties in order, in either case, to enter into asimilar relationship with the Employee, or any other person or any entity in competition with theBusiness of the Company or any of its subsidiaries.               6.3 Non-Competition. During the Term and for a period of twelve (12) months followingthe termination of the Employee’s employment for any reason, without the prior written consent ofthe Company, the Employee shall not, directly or indirectly, for his own account or on behalf ofany other person or entity (such activities described in Sections 6.3(i) – (iii) below, the“Business”):               (i) sell or market the reinsurance of life insurance, annuities and/or annuity-typeproducts which the Employee had responsibility for promoting while employed by theCompany (either directly or through another Company employee under his management); or               (ii) provide financial advice in connection with the business of offeringreinsurance of life insurance, annuities and/or annuity-type products which are similarto those offered by the Company; or               (iii) solicit, induce, or attempt to induce any client or customer of the Companythat the Employee became aware of by virtue of his employment by the Company to ceasedoing business in whole or in part with the Company or to do business with any otherperson or entity engage in the business of offering reinsurance of life insurance,annuities and/or annuity-type products.          provided, however, that the restrictions set forth in Sections 6.3(i) and (ii)above shall only prohibit the activities described therein in the following geographicaljurisdictions:          (a) Charlotte, North Carolina;          (b) St. Louis, Missouri;          (c) the New York City metropolitan area; and          (d) Bermuda.          provided, further, however, that the Employee shall not be prohibitedfrom serving as an employee, consultant or advisor (or in such other similar capacity) to an entityengaged in the Business if such employment, etc. is with a unit, division, affiliate or departmentof such entity that does not engage in the Business in any material respect so long as the Employeeis not directly or indirectly involved in the Business performed by such entity.     The phrase “client or customer” means an entity to whom that the Company was providingreinsurance of life insurance, annuities and/or annuity-type products at the time of the Employee’sseparation from employment.     The Employee acknowledges that the Company’s business success and competitive position in theindustry are dependent on its exclusive possession of secret or confidential
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information, knowledge or data, and its relationships with customers. The Employee agreesthat each restriction in this Agreement is reasonable as to the time, territory, and line ofbusiness and is reasonably necessary to protect the Company’s legitimate business interests.     The Employee acknowledges and agrees that, during the term and for the twelve (12) monthsfollowing termination of the Employee’s employment with the Company, he shall notify anyoneemploying the Employee after his separation from the Company’s employ or evidencing an intent toemploy the Employee as to the existence of the provisions of this Section 6.3; provided,however, that the Employee shall not be required under this Agreement to notify an employeror potential employer of the provisions of this Section 6.3 if such employer does not engage in theBusiness in any material respect.     The invalidity or unenforceability of any provision of this Agreement as applied to aparticular occurrence or circumstance or otherwise shall not affect the validity, enforceability,and applicability of any other provision of this Agreement. The Employee asks any reviewing courtto reform any restriction determined to be unenforceable due to its duration, geographic scope, ortype of activity.     The Employee agrees that his education, skills, and abilities are such that, after he leavesthe Company’s employ, he will be able to obtain employment that does not violate the terms of thisparagraph 6.3.     Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee fromowning for passive investment purposes not intended to circumvent this Agreement, less than fivepercent (5%) of the publicly traded common equity securities of any company engaged in the Business(so long as the Employee has no power to manage, operate, advise, consult with or control thecompeting enterprise and no power, alone or in conjunction with other affiliated parties, to selecta director, manager, general partner, or similar governing official of the competing enterpriseother than in connection with the normal and customary voting powers afforded the Employee inconnection with any permissible equity ownership).               6.4 Property. The Employee acknowledges that all originals and copies of materials,records and documents generated by him or coming into his possession during his employment by theCompany or its subsidiaries are the sole property of the Company and its subsidiaries (“CompanyProperty”). During the Term, and at all times thereafter, the Employee shall not remove, or causeto be removed, from the premises of the Company or its subsidiaries, copies of any record, file,memorandum, document, computer related information or equipment, or any other item relating to thebusiness of the Company or its subsidiaries, except in furtherance of his duties under theAgreement. When the Employee’s employment with the Company terminates, or upon request of theCompany at any time, the Employee shall promptly deliver to the Company all copies of CompanyProperty in his possession or control.               7. Remedies; Specific Performance. The Parties acknowledge and agree that theEmployee’s breach or overtly threatened breach of any of the restrictions set forth in Section 6will result in irreparable and continuing damage to the Protected Parties for which there may be noadequate remedy at law and that the Protected Parties shall be entitled to equitable relief,including specific performance and injunctive relief as remedies for any such breach or threatenedor attempted breach. The Employee hereby consents to the grant of an injunction (temporary orotherwise) against the Employee or the entry of any other court order
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against the Employee prohibiting and enjoining him from violating, or directing him to complywith any provision of Section 6. The Employee also agrees that such remedies shall be in additionto any and all remedies, including damages, available to the Protected Parties against him for suchbreaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’remedies for any breach of any restriction on the Employee set forth in Section 6, except asrequired by law, the Employee shall not be entitled to any payments set forth in Section 5.2 hereofif the Company has a reasonable, justifiable and good faith belief that the Employee has breachedthe covenants applicable to the Employee contained in Section 6, the Employee will immediatelyreturn to the Protected Parties any such payments previously received under Section 5.2 upon such abreach, and, in the event of such breach, the Protected Parties will have no obligation to pay anyof the amounts that remain payable by the Company under Section 5.2.               8. Indemnification. The Company shall indemnify the Employee from and against anythreatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by, or in the right of the Company) broughtto impose a liability or penalty on the Employee in his capacity of director, officer, employee oragent of the Company or of any other corporation or entity which he serves as such at the requestof the Company, against judgments, fines, amounts paid in settlement and expenses, includingattorneys’ fees actually and reasonably incurred as a result of such action (such attorneys’ feesto be directly paid by the Company), suit or proceeding, or any appeal thereof, and provide for thecoverage of the Employee under any applicable directors and officers liability insurance policymaintained by the Company, to the same extent and on the same terms that the Company provides suchindemnification to officers and directors of the Company with respect to occurrences while Employeeis or was an officer or director of the Company, to the maximum extent permitted by applicable law.               9. Other Provisions.               9.1 Notices. Any notice or other communication required or which may be givenhereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent byfacsimile transmission or sent by certified, registered or express mail, postage prepaid orovernight mail and shall be deemed given when so delivered personally, telegraphed, telexed, orsent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1)day after overnight mail, as follows:                    (i) If the Company, to:13840 Ballantyne Corporate Place,