**Exhibit 10.46****EMPLOYMENT AGREEMENT**     This AGREEMENT (“Agreement”) is effective on the 1st day of January 2003, asamended effective January 1, 2005, as further amended and effective June 1, 2007, by and betweenNIKOLAS ANTONOPOULOS, an individual resident of the State of New Jersey (“Executive”), and FAIRFAXFINANCIAL HOLDINGS LIMITED, a corporation organized under the laws of the Province of Ontario,Canada, (together with its successors and assigns, “Fairfax”) and Fairfax’s indirect, wholly-ownedsubsidiaries, CRUM & FORSTER HOLDING INC., a corporation organized under the laws of the State ofDelaware, (together with its successors and assigns, “C&F”) and CRUM & FORSTER HOLDINGS CORP., acorporation organized under the laws of the State of Delaware (together with its successors andassigns, “Holdings”).**W I T N E S S E T H**:     WHEREAS, Fairfax, C&F and Holdings are desirous of employing Executive in accordance with theterms and conditions set forth in this Agreement, and Executive is desirous of being so employed;     NOW, THEREFORE, in consideration of the premises and the agreements contained in thisAgreement, Fairfax, C&F and Holdings and Executive (together the “Parties” and individually a“Party”), intending to be legally bound, hereby agree as follows:**Section 1.****Scope of Employment**     1.1 Title. Executive shall be President and Chief Executive Officer of Holdings,Chairman of the Board, President and Chief Executive Officer of C&F and Chairman of the Board andChief Executive Officer of their wholly owned insurance subsidiaries (collectively, the“Companies”), excluding Seneca Insurance Company, Inc. and its subsidiaries.     1.2 Duties. As President and Chief Executive Officer of Holdings, Chairman of theBoard, President and Chief Executive Officer of C&F and Chairman of the Board and Chief ExecutiveOfficer of the Companies, Executive shall be responsible both for managing the operations ofHoldings, C&F and the Companies, reporting to the Chairman of the Board of Holdings, and forperforming any additional services that are delegated to Executive by Holdings’ Chairman of theBoard and Holdings’ Board of Directors (the “Board”). Executive shall devote substantially all ofExecutive’s business time and efforts to the performance of the responsibilities of the offices ofPresident and Chief Executive Officer of Holdings, Chairman of the Board, President and ChiefExecutive Officer of C&F and Chairman of the Board and Chief Executive Officer of the Companiesdiligently and to the best of Executive’s abilities and shall not, without the prior writtenconsent of Holdings’ Chairman of the Board and Holdings’ Board, accept other employment or renderor perform other duties, nor shall Executive have any director indirect ownership interest in any other business which is in competition with the business of Fairfax, C&F, or Holdings and theiraffiliated companies, other than up to five percent (5%) of the outstanding securities of acorporation (determined by vote or value) or limited partnership interests constituting up to fivepercent (5%) of the value of any such partnership. The foregoing shall not preclude Executive fromengaging in charitable and personal investment activities, provided that, in the judgment ofHoldings’ Board, such activities do not materially interfere with Executive’s performance.     1.3 Place of Performance. Executive shall be based in Morristown, New Jersey, at theprincipal offices of C&F or such other place as may be agreed to in writing by the Parties.**Section 2.****Term**     2.1 Term. C&F hereby employs the Executive on a rolling, two-year basis, with theperiod of the Executive’s employment under this Agreement commencing on January 1, 2003 andcontinuing for a minimum period of two years thereafter, with a provisional ending date of January1, 2005 (“Term”), such ending date subject to automatic extension as provided below. The period ofthe Executive’s employment hereunder within the Term and any automatically extended terms is hereinreferred to as the “Employment Period”.     2.2 Automatic Extension. On January 1, 2003, and on each day thereafter, theEmployment Period shall be extended automatically by one day unless at any time after January 1,2003, C&F delivers to the Executive, or the Executive delivers to C&F, written notice that theEmployment Period will not thereinafter be further extended and will therefore end at theexpiration of the then existing Employment Period, including any previous extensions. Followingsuch notice, the Employment Period will not be further extended except by mutual agreement of C&Fand the Executive. Thus, after January 1, 2003, until written notice is received by either party,the unexpired Employment Period at any point in time shall be two years. The Employment Periodshall continue until the expiration of all automatic extensions effected as described herein,unless and until it ceases or is terminated sooner as provided for in Section 5.**Section 3.****Cash Compensation; Expenses**     3.1 Base Salary. Executive shall be paid a base salary (the “Base Salary”) during theEmployment Period at an annual rate of one million United States dollars (US$1,000,000) (as ofJanuary 1, 2007). The Base Salary shall be (a) payable in equal installments on the schedule thatC&F or the Companies may implement from time to time for general payroll purposes (but not lessfrequently than monthly), and (b) subject to any withholdings and deductions required by applicablelaw or requested by Executive. The then current Base Salary shall be reviewed in good faith by theChairman of the Board of Fairfax within a ninety (90) day period following January 1stof each year that this Agreement is in effect and any recommendation for a salary increase shall bepresented to the Board of Directors of Fairfax or any designated committee thereof as deemedappropriate after such review; provided, however, that in no event shall the Base Salary of theExecutive be reduced below one million United States dollars (US$1,000,000)annually without the Executive’s prior written consent.
 

 
     3.2 Annual Cash Bonus. At the sole discretion of Fairfax or Holdings, Executive maybe paid a cash bonus (the “Cash Bonus”). Any such Cash Bonus shall be determined by the Board ofDirectors of Fairfax or of Holdings or such other person or group as is designated by the Chairmanof the Board of Fairfax. The Cash Bonus, if any, shall be paid in January following the subjectyear or at such other time within sixty (60) days of January 1st as Executive andHoldings may agree.     3.3 Extraordinary Bonus Plan. Executive is entitled to participate in The UnitedStates Fire Insurance Company 2003 Extraordinary Bonus Plan pursuant to the terms of such plan.     3.4 Reimbursement of Expenses. C&F shall pay or reimburse the Executive for allreasonable business expenses, including first class travel and accommodation, actually incurred orpaid by the Executive during the Employment Period under this Agreement in performance ofExecutive’s services hereunder in accordance with the current practices of C&F applicable to theExecutive. All reimbursements are subject to modification from time to time hereafter, providedthat such modification does not adversely affect the Executive’s payments or reimbursementsincurred prior thereto. Such payments or reimbursements shall be made upon presentation of expensestatements or vouchers or such other supporting information as C&F or the Companies may require ofits senior executives.**Section 4.****Additional Executive Benefits**     4.1 Memberships. During the Employment Period, C&F or the Companies shall reimburseExecutive for all reasonable costs and expenses associated with Executive’s memberships inappropriate business and professional clubs and organizations.     4.2 Automobile. During the Employment Period, C&F or the Companies shall provideExecutive with the unrestricted use of a luxury automobile and shall pay for all expensespertaining thereto, including, but not limited to, operating expenses, taxes, insurance, andmaintenance expenses.     4.3 Professional Consultation. From Executive’s date of employment through the end ofthe Employment Period, C&F or the Companies shall reimburse Executive for expenses incurred byExecutive for reasonable personal financial and tax consultation, including, but not limited to,fees charged by attorneys, CPA’s or financial planners.     4.4 Property Tax Equalization. From Executive’s date of employment through the end ofthe Employment Period, C&F or the Companies shall reimburse Executive, on a net of income taxesbasis, for Executive’s property tax differential between Executive’s primary residence in New Yorkand Executive’s primary residence in New Jersey. Executive’s property tax differential for eachyear shall be the excess, if any, of (a) over (b) or the pro rata portion of such excess in respectof the year in which the New Jersey residence is purchased and in respectof the last year of the Employment Period if the Employment Period does not end on December 31: (a) the total annualproperty tax applicable to the Executive’s primary New Jersey residence in a single family housefor the first full year following the year in which such residence was purchased, and (b) the totalannual property tax applicable to the Executive’s primary New York residence in a single familyhouse for the last full year prior to the year in which the New York primary residence was sold.     4.5 Indemnification. Pursuant to applicable law, Fairfax, C&F and Holdings shallpromptly indemnify and hold harmless Executive if Executive is made a party, or is threatened to bemade a party, to any threatened, pending or completed action, suit, or proceeding, whether civil,criminal, administrative, or investigative and whether formal or informal, including any action orsuit by or in the right of any of the affiliates of Holdings (collectively, a “Proceeding”) arisingout of, or relating to, the fact that Executive is or was a director, executive, employee,representative or agent of any of Fairfax, C&F or Holdings any of their affiliates, against any andall judgments, settlements, penalties, fines, liabilities, losses, costs or expenses (including,but not limited to, court costs, disbursements, and reasonably incurred attorneys and expertwitness fees) incurred or suffered in connection with, or in anticipation of, a Proceeding, to theextent that Executive acted in a manner Executive believed in good faith to be in or not opposed tothe interests of the Fairfax, C&F or Holdings or any of their affiliates, and, in the case of anycriminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful. Fairfax,C&F or Holdings or any of their affiliates may not indemnify Executive in connection with anyProceeding to the extent that the Executive is finally adjudged either (x) to be liable to Fairfax,C&F or Holdings or any of their affiliates or (y) to be liable on the basis that Executiveimproperly received personal benefit. Indemnification in connection with a Proceeding brought byor in the right of Fairfax, C&F or Holdings or any of their affiliates shall be limited to costsand expenses incurred in connection with, or in anticipation of the Proceeding (including, withoutlimitation, court costs, disbursements, and reasonably incurred attorneys and expert witness fees).Pursuant to applicable law, Executive shall be entitled to an advancement of any and all costs andexpenses incurred in connection with, or in anticipation of any threatened or actual Proceeding, orin connection with seeking to enforce Executive’s rights under this Subsection 4.5*,*within fifteen(15) days after Executive gives written notice requesting such an advancement. Such notice shallinclude, to the extent required by applicable law, an undertaking by Executive to repay the amountadvanced if Executive is ultimately determined not to be entitled to indemnification against suchcosts and expenses. Additionally, during the Employment Period and for six (6) years thereafter,Fairfax shall cover Executive under any directors and officers liability insurance policy that itmay then have in effect. Executive’s rights under this Subsection 4.5 shall continue even ifExecutive has ceased to be a director, officer, executive, employee, representative, or agent ofany of Fairfax, C&F, or Holdings or any of their affiliates and shall inure to the benefit ofExecutive’s heirs, executors and administrators.     4.6 Tax Payments. The Companies agree to indemnify the Executive in connection withany and all taxes which may become payable by the Executive under Section 280 (G) of the InternalRevenue Code of 1986, as amended.     4.7 Long Term Incentive Plan. Executive is entitled to participate in the Crum &Forster Holdings Corp. Long Term Incentive Plan pursuant to the terms of such plan.
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**Section 5.****Termination**     5.1 Termination Due to Death or Disability. In the event Executive’s employment withthe Companies is terminated (a) due to Executive’s death, or (b) by the Companies due toExecutive’s Disability, then, in any such case, Executive (or, in the case of termination ofemployment due to death of Executive, the estate or other legal representative of Executive) shallbe entitled to the following:               (i) Salary. The total amount of Executive’s then Base Salary for a six (6) monthperiod shall be paid in a lump sum, without discount, subject to any withholdings and deductionsrequired by applicable law or requested by Executive as soon as reasonably possible followingExecutive’s termination of employment date as hereinafter defined.               (ii) Benefits. In the case of the Executive’s Disability, life insurance and otherdeath benefits, health and medical benefits, disability benefits and other welfare benefits, noless favorable to Executive than those provided prior to the Termination Date under the C&Fbenefit plans, shall be continued for the period of such Disability but, in no event, beyond whatwould be provided under the C&F or any of the Companies’ long-term disability benefit plan ineffect at the time.               (iii) Bonus. Upon termination of employment, Executive shall be paid the pro-rataportion of the Cash Bonus provided under Subsection 3.2 that would have been paid to Executive hadthe termination of Executive’s employment not occurred. Such bonus will be paid in accordancewith C&F’s or the Companies’ standard practices and timing for payment of annual bonuses.For purposes of this Agreement, the term **“Disability”**shall mean “disability” as defined in thethen current United States Fire Insurance Company Long Term Disability Plan.     5.2 Termination Without Cause or Termination by Executive for Good Reason. In theevent Executive’s employment with Fairfax, C&F or Holdings or the Companies is terminated (a) byFairfax, C&F or Holdings or the Companies without Cause, or (b) by Executive when Good Reasonexists, then, in any such case, Executive shall be entitled to the following:               (i) Salary Equivalent. Fairfax, C&F or the Companies shall pay Executive an amountequal to Executive’s Base Salary as of the Termination Date, for a period of thirty-six (36) monthsfrom the Termination Date. Payments pursuant to this Subsection 5.2(i) shall be at such times andin accordance with such procedure as apply to payments governed by Subsection 3.1.               (ii) Annual Cash Bonus. Fairfax, C&F Holdings or the Companies shall pay theExecutive each January for a period of thirty-six (36) months from the Termination Date, a cashamount equal to Executive’s Base Salary as of the Termination Date.               (iii) Acceleration of Vesting of Restricted Stock Awards. All then unvested Fairfaxrestricted stock awards shall be fully vested as of the Termination Date.               (iv) Plan Benefits. Fairfax, C&F, Holdings or the Companies shall pay or makeavailable to Executive all vested benefits accrued or available under any benefit plan inaccordance with and subject to the terms of such benefit plan. In addition, the vesting provisionsof the Fairfax Financial Restricted Share Plan; the Crum & Forster Holdings Corp. Long TermIncentive Plan; the Crum & Forster Holdings Corp. 2007 Long-Term Incentive Plan; and any otherlong-term bonus or incentive arrangement or plan shall be accelerated should Executive’s employmentterminate pursuant to Subsection 5.2, Termination Without Cause or Termination by Executive forGood Reason, of Section 5, Termination, of this Agreement.               (v) Miscellaneous Health, Death and Disability Benefits. C&F, Holdings or theCompanies shall provide Executive with life insurance and other death benefits, health and medicalbenefits and long term disability benefits substantially similar to those benefits provided toExecutive prior to the Termination Date under the benefit plans, for a period of thirty-six (36)months following the Termination Date, with contribution by the Executive in a manner andpercentage similar to that prior to the Executive’s Termination Date. These benefits shall cease,however, if and when the Executive becomes eligible to participate in similar benefit plansprovided by another employer.               (vi) Placement Services. At no cost to Executive, C&F, Holdings or the Companiesshall provide Executive, if Executive desires such assistance, with the assistance of a nationallyrecognized executive placement firm for a period of twelve (12) months following the TerminationDate; provided, however, that C&F or the Companies shall not be required to continue to provideExecutive with such assistance in the event that Executive begins other full time employment duringsuch period.For purposes of this Agreement, the following terms shall have the following meanings:“Cause” shall mean:(a) the willful and continued failure of Executive, after written notice toExecutive, to substantially perform Executive’s duties on behalf of Fairfax,C&F or Holdings or their affiliates, other than any such failure resultingfrom incapacity due to physical or mental illness or death;(b) the willful engagement of Executive in gross misconduct materially anddemonstrably injurious to Fairfax, C&F, Holdings or their affiliates;(c) the Executive’s conviction in a court of law of any criminal felonyoffense involving dishonesty or breach of trust under the laws of theUnited States or any other jurisdiction the laws of which may apply;
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(d) the Executive’s willful failure to perform specific written directivesof the Board of Directors of C&F or the Chairman and Chief Executive Officerwhich directives are consistent with the scope and nature of the Executive’sexisting duties;(e) formal directive by any insurance regulatory authority governing theCompanies’ ability to conduct business operations to remove the Executive asan Officer of C&F, Holdings or any of their subsidiaries.An act or failure to act on the part of Executive shall be considered “willful” if done, or failedto be done, by Executive in the absence of good faith and without reasonable belief that suchaction or omission was in the best interest of the Companies.“Good Reason” shall exist if any of the following events have occurred without Executive’s expressprior written consent and Executive has been aware of such occurrence for not longer thanthree (3) months:(a) the assignment to Executive by Fairfax, C&F or Holdings or theCompanies of any duties, responsibilities or status with Fairfax, C&F orHoldings or the Companies that, when compared to Executive’s previousduties, responsibilities and status with Fairfax, C&F or Holdings or theCompanies, are degrading to Executive or materially inconsistent withExecutive’s qualifications, including ceasing to be and have functions andresponsibilities of President and Chief Executive Officer of Holdings,Chairman of the Board, President and Chief Executive Officer of C&F andChairman of the Board and Chief Executive Officer of the Companies, if suchassignment is not reversed within twenty (20) days of written notice beingdelivered by Executive to Fairfax, C&F, Holdings or the Companies thatsuch assignment must be reversed;(b) any diminution of Executive’s duties or responsibilities or loss oftitle resulting from a corporate restructuring or a reorganization ofoperations within C&F, Holdings or the Companies if, but only if, (i)following such restructuring or reorganization, the responsibilities,authorities and status of the Executive, viewed in the aggregate (and thustaking into account enhancements as well as diminishments), are materiallydiminished, and (ii) if such diminution or loss of title is not reversedwithin twenty (20) days of written notice being delivered by Executive toFairfax, C&F, Holdings or the Companies that such diminution or loss oftitle must be reversed;(c) a relocation of Executive’s principal office beyond a thirty (30) mileradius of Morristown, New Jersey;(d) any material breach by Fairfax, C&F, Holdings or the Companies of aprovision of any written agreement between Fairfax, C&F or Holdings or theCompanies and Executive, including this Agreement, if not cured withintwenty (20) days of written notice of such breach delivered by Executive toFairfax, C&F, Holdings or the Companies;(e) any failure by Fairfax, C&F, Holdings or the Companies to promptlyobtain an assumption of any then remaining obligations under this Agreementby any successor or assign of Fairfax, C&F, Holdings or the Companies; or(f) a change in control (“Change in Control”),which shall mean any of the following:(i) A transaction (or series of transactions) as a result of whichFairfax fails to own, directly or through subsidiaries, at least 50.1percent of the total voting power represented by Holdings’ outstandingvoting securities; or(ii) The sale, transfer or other disposition of all or substantiallyall of the assets of Holdings’ to one more entities unaffiliated withthe Company.Notwithstanding the foregoing, an initial public offering shall notconstitute a Change in Control and a transaction the sole purpose of whichis to change the state of Holdings’ incorporation shall not constitute aChange in Control.     5.3 Termination for Cause or by Executive Without Good Reason. Without limitingSubsection 5.4, in the event Executive’s employment with Fairfax, C&F, Holdings or the Companies isterminated (a) for Cause, or (b) by Executive without Good Reason, Executive shall not be entitledto receive any compensation from Fairfax, C&F, Holdings or the Companies for periods after theTermination Date.     5.4 Mutual Termination. Fairfax, C&F, Holdings or the Companies and Executive shallhave the right at any time prior to expiration of the Employment Period to terminate the employmentof Executive hereunder for any reason or for no reason upon their mutual agreement to do so, suchmutual agreement to be set forth in a writing signed by the Parties.     5.5 Miscellaneous:          (a) On any termination of Executive’s employment with Fairfax, C&F, Holdings or the Companies,Executive shall be entitled to:(i) base salary through the Termination Date;(ii) the balance of any annual, long-term, or otherincentive award accrued as of the Termination Date (but not yet paid);(iii) a lump-sum payment in respect of accrued butunused paid time off at Executive’s Base Salary rate in effect as ofthe Termination Date;(iv) other or additional benefits accrued or payableas of the Termination Date in accordance with applicable plans,programs and arrangements of C&F or Holdings (including, withoutlimitation, Sections 3 and 4); and(v) payment or provision, reasonably promptly whendue, of all amounts and benefits owed to Executive in connection withthe termination;
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          (b) in the event of any termination of Executive’s employment with Fairfax, C&F, Holdings orthe Companies, no contractual obligations to Fairfax, C&F, Holdings or the Companies shall restrictExecutive’s right to perform services for any new employer. Executive shall be under no obligationto seek other employment or otherwise mitigate the obligations of Fairfax, C&F, Holdings or theCompanies under this Agreement; and there shall be no offset against amounts due Executive underthis Agreement on account of (i) any claim that Fairfax or C&F or the Companies may have againstExecutive or (ii) any remuneration or other benefit earned or received by Executive after suchtermination. Any amounts due under this Section 5 are considered to be reasonable by Fairfax, C&F,Holdings or the Companies and are not in the nature of a penalty.     5.6 Termination Date and Notice of Termination          (a) Notice. Any termination of Executive’s employment with Fairfax, C&F, Holdings orthe Companies (other than termination upon the death of Executive, upon expiration of theEmployment Period, or by mutual agreement pursuant to Subsection 5.4) shall be communicated bywritten Notice of Termination to the other Parties. For purposes of this Agreement, a “Notice ofTermination” shall mean a notice that indicates the specific termination provisions in thisAgreement relied upon and sets forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of Executive’s employment under the provisions so indicated.          (b) Termination Date. “Termination Date” shall mean (i) if Executive’s employment isterminated by Executive’s death, the date of Executive’s death, (ii) if Executive’s employment isterminated for Disability, thirty (30) days after Notice of Termination is given provided thatExecutive shall not have returned to the performance of duties on a full-time basis during suchthirty (30) day period), (iii) if Executive’s employment is terminated for Cause, ten (10) daysafter Notice of Termination is given, (iv) if Executive’s employment is terminated byExecutive for Good Reason, thirty (30) days after Notice of Termination is given by Executive, (v) if Executive’semployment is terminated by mutual agreement of the parties pursuant to Subsection 5.4, then thedate agreed upon by the parties, (vi) if Executive’s employment is terminated by expiration of theEmployment Period, the last day of the Employment Period, and (vii) if Executive’s employment isterminated for any other reason, the date on which Executive ceases to perform Services unless someother date is agreed to in writing.**Section 6.****Representations of the Parties**Fairfax, C&F and Holdings represent and warrant to Executive that (a) this Agreement has been dulyexecuted and delivered by Fairfax, C&F and Holdings, (b) the execution, delivery and performance ofthis Agreement by and Fairfax, C&F and Holdings has been duly authorized by all necessary corporateaction on the part of each of Fairfax, C&F and Holdings, (c) this Agreement constitutes the legal,valid and binding obligation of each of Fairfax, C&F and Holdings, enforceable against each ofFairfax, C&F and Holdings in accordance with its terms, and (d) the execution, delivery andperformance of this Agreement by Fairfax, C&F and Holdings does not, and will not, conflict with,violate, or constitute a breach of or a default under, (i) the Articles or Certificate ofIncorporation or Bylaws of Fairfax, C&F or Holdings, (ii) any provision of law or regulationapplicable to any of the Fairfax, C&F or Holdings, (iii) any provision of any indenture, agreementor other instrument to which any of Fairfax, C&F or Holdings is a party or by which Fairfax, C&F orHoldings is bound or affected, with respect to which any such conflict, violation, breach ordefault would render this Agreement unenforceable or would have a material adverse effect on thefinancial condition of the Fairfax, C&F or Holdings, and (e) neither Fairfax, C&F nor Holdings hasreceived any legal advice contrary to their representations and warranties set forth in thisSection 6. Executive represents and warrants to Fairfax, C&F and Holdings that (a) Executive’sexecution, delivery and performance of this Agreement do not, and will not, conflict with, violate,or constitute a breach of or a default under, any provision of law or regulation applicable toExecutive or any provision of any agreement, contract or other instrument to which Executive is aparty or by which Executive is otherwise bound, (b) this Agreement constitutes the legal, valid andbinding obligation of Executive, enforceable against Executive in accordance with its terms, and(c) Executive has not received any legal advice contrary to Executive’s representations andwarranties set forth in this Section 6.**Section 7.****Certain Covenants**.     7.1 Confidential Data. Executive covenants that Executive shall not, without theprior written consent of the Board of Directors of either Fairfax, C&F or Holdings or itsaffiliates or a person authorized by such Board of Directors, disclose to any person, other than(x) employees, agents or representatives of Fairfax, C&F or Holdings or its affiliates, (y) inconnection with performing the Services or (z) in confidence to an attorney for the purpose ofobtaining legal advice, any confidential proprietary information about Fairfax, C&F or Holdings ortheir affiliates or their businesses, unless and until such information has become known to thepublic generally (other than as a result of unauthorized disclosure by Executive) or unlessExecutive is required to disclose such information by a court, arbitrator, governmental body, orother personwith apparent authority to require such disclosure. The foregoing covenant byExecutive shall be without limitation as to time and geographic application.     7.2 Property of Fairfax, C&F, Holdings and Their Affiliates. Executive acknowledgesthat from time to time in the course of providing services pursuant to this Agreement, Executiveshall have the opportunity to inspect and use certain property, both tangible and intangible, ofFairfax, C&F, Holdings or their affiliates and Executive hereby agrees that said property shallremain the exclusive property of Fairfax, C&F, Holdings or their affiliates, and Executive shallhave no right or proprietary interest in such property, whether tangible or intangible, including,without limitation, Executive’s customer and supplier lists, contact forms, books of account,computer programs and similar property.
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     7.3 Equitable Relief. Executive acknowledges that the services to be rendered byExecutive are of a special, unique, unusual, extraordinary, and intellectual character, which givesthem a peculiar value, and the loss of which cannot reasonably or adequately be compensated indamages in an action at law; and that a breach by Executive of any of the provisions contained inthis Agreement may cause Fairfax, C&F or Holdings or their affiliates irreparable injury anddamage. Executive further acknowledges that Executive possesses unique skills, knowledge andability and that competition by Executive in violation of this Agreement or any other breach of theprovisions of this Agreement could be extremely detrimental to Fairfax, C&F, Holdings or theiraffiliates. By reason thereof Executive agrees that Fairfax, C&F, Holdings or their affiliates maybe entitled, in addition to any other remedies it may have under this Agreement or otherwise, toinjunctive and other equitable relief to prevent or curtail any breach of this Agreement byExecutive.     7.4 Limitations on Remedies. Fairfax, C&F, Holdings or its affiliates shall not beentitled to suspend payments otherwise due Executive by reason of Executive’s violation of Section7 hereof (whether before or after a judgment is obtained by C&F against Executive). Fairfax, C&For Holdings shall not be entitled to set off against the amounts payable to Executive under thisAgreement any amounts owed to Fairfax, C&F, Holdings or their affiliates by Executive. Nothing inthis Subsection 7.4 shall limit Fairfax’s, C&F’s, Holdings’ or their affiliates’ remedies in thecase of Executive’s violation of this Agreement, except as otherwise specifically provided in thisSubsection 7.4.     7.5 Covenant Not to Solicit. Executive agrees that, for a period of twelve (12)months after the Termination Date, Executive will not actively solicit to hire either directly orindirectly any non-clerical employee of Fairfax, C&F, Holdings and their affiliates.**Section 8.****Miscellaneous.**     8.1 Assignability; Binding Nature. This Agreement shall be binding upon and inure tothe benefit of the parties and their respective successors, heirs and assigns. No rights orobligations of Executive under this Agreement may be assigned or transferred by Executive otherthan Executive’s rights to compensation and benefits hereunder, which may be transferred by will,by operation of law, or pursuant to the following sentence, in each case subject to thelimitations set forth in this Agreement. Executive shall be entitled, to the extent permitted under applicablelaw, to select and change a beneficiary or beneficiaries to receive any compensation or benefithereunder following Executive’s death by giving Fairfax, C&F, Holdings or the Companies writtennotice thereof. In the event of Executive’s death or a judicial determination of Executive’sincompetence, references in this Agreement to Executive shall be deemed, where appropriate, torefer to Executive’s beneficiary, estate or other legal representative. No rights or obligationsof Fairfax, C&F, Holdings or the Companies under this Agreement may be assigned or transferred byFairfax, C&F, Holdings or the Companies except that such rights or obligations may be assigned ortransferred pursuant to a merger, consolidation or similar transaction in which Fairfax, C&F,Holdings or the Companies is not the continuing entity, or the sale or liquidation of all orsubstantially all of the business and assets of Fairfax, C&F, Holdings or the Companies, providedthat the assignee or transferee is the successor to all or substantially all of the business andassets of Fairfax, C&F, Holdings or the Companies and such assignee or transferee promptly assumesthe liabilities, obligations and duties of Fairfax, C&F, Holdings or the Companies, as contained inthis Agreement, either contractually or as a matter of law.     8.2 Governing Law. This Agreement shall be deemed to be made in, and in all respectsbe interpreted, construed and governed by and in accordance with the laws of the State of NewJersey.     8.3 Arbitration of all Disputes. Any controversy or claim arising out of or relatingto this Agreement (or the breach thereof) shall be settled by final, binding and non-appealablearbitration in New Jersey. The arbitration shall be conducted in accordance with the CommercialArbitration Rules of the American Arbitration Association then in effect, and judgment upon theaward may be entered in any court having jurisdiction thereof. All costs associated with anyarbitration, including all legal expenses for all Parties, shall be borne by Fairfax, C&F, Holdingsor the Companies subject to Fairfax’s, C&F’s, Holdings’ or the Companies right to repayment byExecutive of costs incurred by Executive to the extent that Fairfax, C&F, Holdings or the Companiesfinally prevail in such arbitration.     8.4 Headings. The section and subsection headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning or interpretation of thisAgreement.     8.5 Notices. Unless otherwise agreed to in writing by the parties hereto, allcommunications provided for hereunder shall be in writing and shall be deemed to be given whendelivered if delivered in person, the next day or designated delivery date if delivered byovernight service or courier, upon confirmation of receipt if delivered by facsimile, or five (5)business days after being sent by first-class mail, registered or certified, return receiptrequested, with proper postage prepaid, and          (a) If to Executive, addressed to:Nikolas Antonopoulos12 Parkwood Lane