PAYMENT
DESCRIBED IN PARAGRAPHS 6(B)(1) THROUGH (3) IS NOT YET DETERMINABLE ON THE DATE
WRITTEN DEMAND IS MADE, THE OTHER PAYMENTS SHALL NONETHELESS BE MADE AS PROVIDED
ABOVE; AND THE UNDETERMINED PAYMENT SHALL BE MADE WITHIN 30 DAYS AFTER IT
BECOMES DETERMINABLE, CALCULATED AS PROVIDED IN THE PRECEDING SENTENCE BUT BY
TREATING THE DATE ON WHICH THE PAYMENT BECOMES DETERMINABLE AS THE DATE OF
WRITTEN NOTICE.
NOTHING IN THIS SUBPARAGRAPH SHALL BE CONSTRUED AS AFFECTING
THE EXECUTIVE'S RIGHT TO ONE OR MORE GROSS-UP PAYMENTS IN ACCORDANCE WITH THE
PROVISIONS OF PARAGRAPH 12; AND A GROSS-UP PAYMENT (IF APPLICABLE) WILL BE
CALCULATED AND MADE WITH ANY PAYMENT MADE UNDER THIS SUBPARAGRAPH, AS WELL AS
ANY OTHER GROSS-UP PAYMENTS THAT MAY BE REQUIRED HEREUNDER AT A SUBSEQUENT DATE.
17.
WITHHOLDING TAXES.
ALL COMPENSATION AND BENEFITS PROVIDED FOR
HEREIN SHALL, TO THE EXTENT REQUIRED BY LAW, BE SUBJECT TO FEDERAL, STATE, AND
LOCAL TAX WITHHOLDING.
18.
CONFIDENTIAL INFORMATION.
THE EXECUTIVE AGREES THAT SUBSEQUENT TO
HIS EMPLOYMENT WITH THE COMPANY, HE WILL NOT, AT ANY TIME, COMMUNICATE OR
DISCLOSE TO ANY UNAUTHORIZED PERSON, WITHOUT THE WRITTEN CONSENT OF THE COMPANY,
ANY PROPRIETARY OR OTHER CONFIDENTIAL INFORMATION CONCERNING THE COMPANY OR ANY
SUBSIDIARY OR ANY AFFILIATE OF THE COMPANY; PROVIDED, HOWEVER, THAT THE
OBLIGATIONS UNDER THIS PARAGRAPH SHALL NOT APPLY TO THE EXTENT THAT SUCH MATTERS
(I) ARE DISCLOSED IN CIRCUMSTANCES WHERE THE EXECUTIVE IS LEGALLY OBLIGATED TO
DO SO, OR (II) BECOME GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC
OTHERWISE THAN BY HIS WRONGFUL ACT OR OMISSION; AND PROVIDED FURTHER, THAT HE
MAY DISCLOSE ANY
11
knowledge of insurance, financial, legal and economic principles, concepts and
ideas which are not solely and exclusively derived from the business plans and
activities of the Company.
19.
COVENANTS NOT TO COMPETE OR TO SOLICIT.
(A)
NONCOMPETITION.
IF THE EXECUTIVE'S EMPLOYMENT TERMINATES UNDER
PARAGRAPH 8 OR 9 PRIOR TO A CHANGE IN CONTROL, HE AGREES THAT FOR A PERIOD OF 12
MONTHS AFTER THE DATE OF TERMINATION HE WILL NOT, WITHOUT THE WRITTEN CONSENT IN
WRITING OF THE BOARD OF DIRECTORS OF THE COMPANY, BECOME AN OFFICER, EMPLOYEE,
AGENT, PARTNER, DIRECTOR, OR A FOUR AND NINE-TENTHS PERCENT OR GREATER
SHAREHOLDER OR EQUITY OWNER OF ANY LICENSED DIRECT PROPERTY AND CASUALTY
INSURANCE COMPANY WITH ITS CORPORATE HEADQUARTERS LOCATED WITHIN PENNSYLVANIA OR
NEW JERSEY.
IF AT THE TIME OF THE ENFORCEMENT OF THIS PARAGRAPH A COURT HOLDS
THAT THE DURATION, SCOPE, OR AREA RESTRICTIONS STATED HEREIN ARE UNREASONABLE
UNDER THE CIRCUMSTANCES THEN EXISTING AND, THUS, UNENFORCEABLE, THE COMPANY AND
THE EXECUTIVE AGREE THAT THE MAXIMUM DURATION, SCOPE, OR AREA REASONABLE UNDER
SUCH CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED DURATION, SCOPE, OR AREA.
(B)
NONSOLICITATION.
DURING HIS EMPLOYMENT AND FOR A PERIOD OF 12
MONTHS FOLLOWING THE DATE OF TERMINATION, THE EXECUTIVE SHALL NOT, WHETHER ON
HIS OWN BEHALF OR ON BEHALF OF ANY OTHER INDIVIDUAL OR BUSINESS ENTITY, SOLICIT,
ENDEAVOR TO ENTICE AWAY FROM THE COMPANY, A SUBSIDIARY OR ANY AFFILIATE, OR
OTHERWISE INTERFERE WITH