AGREEMENT AND COMPANY'S EXECUTIVE SEVERANCE 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 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.
6
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 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
7
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, ANY PERSON OR ENTITY (INCLUDING ANY JOINT VENTURE, PARTNERSHIP, FIRM,
CORPORATION OR LIMITED LIABILITY COMPANY) THAT ENGAGES IN OR PROPOSES TO ENGAGE
IN THE PERSONAL AUTO INSURANCE BUSINESS.
(D)
NOTWITHSTANDING ANYTHING TO THE