RETENTION AGREEMENT, EMPLOYMENT AGREEMENT (INCLUDING,
BUT NOT LIMITED TO, ANY INDIVIDUAL HIRE AGREEMENT), SEVERANCE AGREEMENT AND
COMPANY'S EXECUTIVE SEVERANCE PLAN. NOTWITHSTANDING THE FOREGOING, NOTHING IN
THIS AGREEMENT SHALL AFFECT EMPLOYEE'S ENTITLEMENTS PURSUANT TO THE COMPANY'S
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
7.
NO ALIENATION.
EMPLOYEE SHALL NOT HAVE ANY RIGHT TO PLEDGE,
HYPOTHECATE, ANTICIPATE OR IN ANY WAY CREATE A LIEN UPON THE BENEFITS PROVIDED
UNDER THIS
6
AGREEMENT, AND SUCH BENEFITS SHALL NOT BE ASSIGNABLE IN ANTICIPATION OF PAYMENT
WHETHER BY VOLUNTARY OR INVOLUNTARY ACTS, OR BY OPERATION OF LAW, OTHER THAN THE
LAW OF DESCENT AND DISTRIBUTION.
8.
NON-COMPETITION; NON-SOLICITATION.
EMPLOYEE ACKNOWLEDGES AND
RECOGNIZES THE HIGHLY COMPETITIVE NATURE OF THE BUSINESSES OF COMPANY, PARENT
AND THEIR SUBSIDIARIES AND ACCORDINGLY AGREES AS FOLLOWS:
(A)
WHILE EMPLOYED BY COMPANY AND FOR A PERIOD OF TWELVE (12) MONTHS
FOLLOWING THE DATE EMPLOYEE CEASES TO BE EMPLOYED BY COMPANY (THE "RESTRICTED
PERIOD"), EMPLOYEE WILL NOT DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY PERSON OR
ENTITY OTHER THAN COMPANY, (U) ENGAGE IN ANY "COMPETITIVE BUSINESS" (DEFINED
BELOW), (V) ENTER THE EMPLOY OF, OR RENDER ANY SERVICES TO, ANY PERSON ENGAGED
IN ANY COMPETITIVE BUSINESS WITH RESPECT TO SUCH BUSINESS, (W) ACQUIRE A
FINANCIAL INTEREST IN, OR OTHERWISE BECOME ACTIVELY INVOLVED WITH, ANY PERSON
ENGAGED IN ANY COMPETITIVE BUSINESS, DIRECTLY OR INDIRECTLY, AS AN INDIVIDUAL,
PARTNER, SHAREHOLDER, OFFICER, DIRECTOR, PRINCIPAL, AGENT, TRUSTEE OR
CONSULTANT, (X) INTERFERE WITH BUSINESS RELATIONSHIPS (WHETHER FORMED BEFORE OR
AFTER THE CLOSING DATE) BETWEEN
COMPANY AND CUSTOMERS OR SUPPLIERS OF, OR
CONSULTANTS TO, COMPANY, (Y) SOLICIT, CONTACT, COMMUNICATE OR ATTEMPT TO
COMMUNICATE WITH, REGARDING PRODUCTS OR SERVICES OFFERED OR PROPOSED TO BE
OFFERED BY COMPANY, ANY CUSTOMER OR CLIENT OR PROSPECTIVE CUSTOMER OR
PROSPECTIVE CLIENT OF COMPANY (FOR PURPOSES OF THIS SECTION 8, "CUSTOMER OR
CLIENT" SHALL NOT INCLUDE INSURANCE BROKERS) OR (Z) REGARDLESS OF WHO INITIATES
THE COMMUNICATION, SOLICIT, PARTICIPATE IN THE SOLICITATION OR RECRUITMENT OF,
OR IN ANY MANNER ENCOURAGE OR PROVIDE ASSISTANCE TO, ANY EMPLOYEE, CONSULTANT OR
AGENT OF COMPANY (OR WHO
7
WAS AN EMPLOYEE OF COMPANY WITHIN THE PRIOR 12 MONTHS) TO TERMINATE HIS OR HER
EMPLOYMENT OR OTHER RELATIONSHIP WITH COMPANY OR TO LEAVE ITS EMPLOY OR OTHER
RELATIONSHIP WITH
COMPANY FOR ANY ENGAGEMENT IN ANY CAPACITY OR FOR ANY OTHER
PERSON OR ENTITY; PROVIDED, HOWEVER, THAT EMPLOYEE MAY ELECT TO WAIVE RECEIPT OF
THE SEVERANCE AND SUBSEQUENT SEVERANCE (THE "ELECTION"), IN WHICH CASE SECTIONS
8(A)(U), 8(A)(V) AND 8(A)(W) WILL NOT APPLY TO THE EMPLOYEE; AND PROVIDED,
FURTHER, THAT SECTIONS 8(A)(U), 8(A)(V) AND 8(A)(W) SHALL NOT APPLY TO EMPLOYEE
IF (I) EMPLOYEE'S EMPLOYMENT IS TERMINATED BY COMPANY FOR CAUSE PURSUANT TO
SECTION 3(C)(I) IN THE DEFINITION OF CAUSE, OR (II) EMPLOYEE TERMINATES HIS
EMPLOYMENT WITHOUT GOOD REASON, AND IN EACH CASE EMPLOYEE RECEIVES NO SEVERANCE
BENEFIT.
(B)
FOR PURPOSES OF THIS SECTION 8, COMPANY SHALL BE CONSTRUED TO
INCLUDE PARENT, COMPANY AND ITS AFFILIATES.
(C)
FOR PURPOSES OF THIS SECTION 8, A "COMPETITIVE BUSINESS" MEANS, AS
OF ANY DATE, INCLUDING DURING THE RESTRICTED PERIOD,