BEING PLANNED AS OF THE DATE OF TERMINATION, WITHIN ANY
GEOGRAPHICAL AREA IN WHICH THE COMPANY OR ITS SUBSIDIARIES ENGAGE OR PLAN TO
ENGAGE IN SUCH BUSINESSES.
NOTWITHSTANDING THE FOREGOING, THE NONCOMPETITION
PERIOD SHALL END TWELVE (12) MONTHS FOLLOWING THE DATE OF TERMINATION IF SUCH
TERMINATION IS BY THE COMPANY WITHOUT CAUSE OR DUE TO THE EXECUTIVE GIVING
WRITTEN NOTICE PURSUANT TO SECTION 5.01 OF HIS INTENTION NOT TO EXTEND THE
EMPLOYMENT PERIOD.
IT SHALL NOT BE CONSIDERED A VIOLATION OF THIS SECTION 9.01
FOR THE EXECUTIVE (I) TO BE A PASSIVE OWNER OF NOT MORE THAN 2% OF THE
OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION WHICH IS PUBLICLY TRADED, SO
LONG AS THE EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH
CORPORATION, OR (II) TO SERVE AS A NONEMPLOYEE DIRECTOR OF FAIRFAX FINANCIAL
HOLDINGS OR ITS SUBSIDIARY ODYSSEY REINSURANCE.
SECTION 9.02.
NONSOLICITATION.
THE EXECUTIVE HEREBY AGREES THAT (A) DURING THE
EMPLOYMENT PERIOD AND FOR A PERIOD OF TWO (2) YEARS AFTER THE DATE OF
TERMINATION (THE "NONSOLICITATION PERIOD") THE EXECUTIVE WILL NOT, DIRECTLY OR
INDIRECTLY THROUGH ANOTHER ENTITY, INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF
THE COMPANY OR ITS SUBSIDIARIES TO LEAVE THE EMPLOY OF THE COMPANY OR ITS
SUBSIDIARIES, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY
OR ITS SUBSIDIARIES AND ANY EMPLOYEE THEREOF OR OTHERWISE EMPLOY OR RECEIVE THE
SERVICES OF ANY INDIVIDUAL WHO WAS AN EMPLOYEE OF THE COMPANY OR ITS
SUBSIDIARIES AT ANY TIME DURING SUCH NONSOLICITATION PERIOD OR WITHIN THE
SIX-MONTH PERIOD PRIOR THERETO AND (B) DURING THE NONSOLICITATION PERIOD, THE
EXECUTIVE WILL NOT INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, CLIENT,
INSURED, REINSURED, REINSURER, BROKER, LICENSEE OR OTHER BUSINESS RELATION OF
THE COMPANY OR ITS SUBSIDIARIES TO CEASE DOING BUSINESS WITH THE COMPANY OR ITS
SUBSIDIARIES.
SECTION 9.03.
ENFORCEMENT.
IF, AT THE ENFORCEMENT OF SECTIONS 9.01 OR 9.02, A
COURT HOLDS THAT THE DURATION, SCOPE OR AREA RESTRICTIONS STATED HEREIN ARE
UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES AGREE THAT THE
MAXIMUM DURATION, SCOPE OR AREA REASONABLE
6
UNDER SUCH CIRCUMSTANCES WILL BE SUBSTITUTED FOR THE STATED DURATION, SCOPE OR
AREA AND THAT THE COURT WILL BE PERMITTED TO REVISE THE RESTRICTIONS CONTAINED
IN THIS SECTION 9 TO COVER THE MAXIMUM DURATION, SCOPE AND AREA PERMITTED BY
LAW.
ARTICLE 10
EQUITABLE RELIEF
SECTION 10.01.
EQUITABLE RELIEF.
THE EXECUTIVE ACKNOWLEDGES THAT (A) THE
COVENANTS CONTAINED HEREIN ARE REASONABLE, (B) THE EXECUTIVE'S SERVICES ARE
UNIQUE, AND (C) A BREACH OR THREATENED BREACH BY HIM OF ANY OF HIS COVENANTS AND
AGREEMENTS WITH THE COMPANY CONTAINED IN SECTIONS 6.01, 7.01, 8.01, 9.01 OR 9.02
COULD CAUSE IRREPARABLE HARM TO THE COMPANY FOR WHICH THEY WOULD HAVE NO
ADEQUATE REMEDY AT LAW.
ACCORDINGLY, AND IN ADDITION TO ANY REMEDIES WHICH THE
COMPANY MAY HAVE AT LAW, IN THE EVENT OF AN ACTUAL OR THREATENED BREACH BY THE
EXECUTIVE OF HIS COVENANTS AND AGREEMENTS CONTAINED IN SECTIONS 6.01, 7.01,
8.01, 9.01 OR 9.02, THE COMPANY SHALL HAVE THE