TERMINATION IS FOR CAUSE OR
AS A RESULT OF THE EXECUTIVE'S RESIGNATION OR LEAVING EMPLOYMENT NOT FOR GOOD
REASON) (THE "NONCOMPETITION PERIOD"), HE WILL NOT DIRECTLY OR INDIRECTLY OWN,
MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER SERVICES FOR OR IN ANY
MANNER ENGAGE IN ANY BUSINESS COMPETING WITH THE BUSINESSES OF THE COMPANY OR
ITS SUBSIDIARIES AS SUCH BUSINESSES EXIST OR ARE IN PROCESS OR 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 BE TWELVE (12) MONTHS FOLLOWING
THE DATE OF TERMINATION IF SUCH TERMINATION IS BY THE COMPANY WITHOUT CAUSE, BY
THE EXECUTIVE FOR GOOD REASON OR DUE TO THE EXECUTIVE GIVING WRITTEN NOTICE
PURSUANT TO SECTION 5.01 OF HIS INTENTION NOT TO EXTEND THE EMPLOYMENT PERIOD;
PROVIDED HOWEVER, THAT IN SUCH CIRCUMSTANCES, THE NONCOMPETITION PERIOD MAY BE
EXTENDED UP TO A PERIOD OF EIGHTEEN (18) MONTHS FOLLOWING THE DATE OF
TERMINATION BY THE COMPANY IF IT ELECTS IN WRITING TO PAY THE EXECUTIVE HIS BASE
SALARY FOR THE ADDITIONAL SIX (6) MONTH PERIOD, SUCH AMOUNT TO BE PAYABLE IN
MONTHLY INSTALLMENTS OVER THE ADDITIONAL SIX (6) MONTH 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)
6
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 UNDER SUCH CIRCUMSTANCES WILL BE
SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND THAT THE COURT WILL BE
PERMITTED TO REVISE