THE PURPOSE OF BEING EMPLOYED
BY HIM OR BY ANY BUSINESS, INDIVIDUAL, PARTNERSHIP, FIRM, CORPORATION OR OTHER
ENTITY ON WHOSE BEHALF HE IS ACTING AS AN AGENT, REPRESENTATIVE, EMPLOYEE OR
OTHERWISE.
(D)
NON-INTERFERENCE WITH CUSTOMERS OR PRODUCERS.
DURING THE TERM OF
EMPLOYMENT AND FOR THE ONE (1) YEAR PERIOD FOLLOWING THE DATE OF TERMINATION FOR
ANY REASON, THE EXECUTIVE WILL NOT INTERFERE WITH ANY BUSINESS RELATIONSHIP
BETWEEN THE COMPANY AND ANY OF ITS CUSTOMERS OR AGENTS OR BROKERS THAT PRODUCE
INSURANCE BUSINESS FOR THE COMPANY.
(E)
REMEDIES; SEVERABILITY.
(I)
THE EXECUTIVE ACKNOWLEDGES THAT IF THE EXECUTIVE SHALL BREACH OR
THREATEN TO BREACH ANY PROVISION OF SUBSECTIONS 10(A) THROUGH (D), THE DAMAGES
TO THE COMPANY MAY BE SUBSTANTIAL, ALTHOUGH DIFFICULT TO ASCERTAIN, AND MONEY
DAMAGES WILL NOT AFFORD THE COMPANY AN ADEQUATE REMEDY.
THEREFORE, IF THE
PROVISIONS OF SUBSECTIONS 10(A) THROUGH (D) ARE VIOLATED, IN WHOLE OR IN PART,
THE COMPANY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF,
WITHOUT PREJUDICE TO OTHER REMEDIES THE COMPANY MAY HAVE AT LAW OR IN EQUITY.
(II)
IF ANY TERM OR PROVISION OF THIS SECTION 10, OR THE APPLICATION
THEREOF TO ANY PERSON OR CIRCUMSTANCES SHALL, TO ANY EXTENT, BE INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS SECTION 10, OR THE APPLICATION OF SUCH TERM
OR PROVISION TO PERSONS OR CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS HELD
INVALID OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY, AND EACH TERM AND
PROVISION OF THIS SECTION 10 SHALL BE VALID AND ENFORCEABLE TO THE FULLEST
EXTENT PERMITTED BY LAW.
MOREOVER, IF A COURT OF COMPETENT JURISDICTION DEEMS
ANY PROVISION OF SUBSECTIONS 10(A) THROUGH (D) TO BE TOO BROAD IN TIME, SCOPE,
OR AREA, IT IS EXPRESSLY AGREED THAT SUCH PROVISION SHALL BE REFORMED TO THE
MAXIMUM DEGREE THAT WOULD NOT RENDER IT UNENFORCEABLE.
11.
ATTORNEYS' FEES.
EACH PARTY SHALL PAY ITS OWN LEGAL FEES, COURT
COSTS, LITIGATION EXPENSES AND/OR ARBITRATION EXPENSES (AS APPLICABLE) IN
CONNECTION WITH ANY DISPUTE, LITIGATION OR ARBITRATION REGARDING THE VALIDITY OR
ENFORCEABILITY OF, OR LIABILITY UNDER OR OTHERWISE INVOLVING, ANY PROVISION OF
THIS AGREEMENT, EXCEPT THAT IF THE EXECUTIVE PREVAILS ON THE MAJORITY OF
MATERIAL CLAIMS DISPUTED, THE COMPANY SHALL PAY ALL REASONABLE LEGAL FEES, COURT
COST, LITIGATION EXPENSES AND/OR ARBITRATION EXPENSES.
12.
INDEMNIFICATION.
THE EXECUTIVE SHALL BE INDEMNIFIED BY THE
COMPANY FOR ACTIONS TAKEN IN HIS POSITION AS AN OFFICER, DIRECTOR, EMPLOYEE AND
AGENT OF THE COMPANY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
THE
EXECUTIVE SHALL ALSO BE COVERED AS AN INSURED BY A LIABILITY INSURANCE POLICY
SECURED BY AND MAINTAINED BY THE COMPANY COVERING ACTS OF OFFICERS AND MEMBERS
OF THE BOARD.
13.
SUCCESSORS.
(A)
ASSIGNMENT OF AGREEMENT.
THIS AGREEMENT IS PERSONAL TO THE
EXECUTIVE AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE
ASSIGNABLE BY THE EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
(B)
SUCCESSORS OF THE COMPANY.
NO RIGHTS OR OBLIGATIONS OF THE
COMPANY UNDER THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED EXCEPT THAT