ANY OTHER PERSON OR BODY WHOSE ACTION IS REQUIRED) TO ENTER INTO THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND UPON THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY THE PARTIES, THIS AGREEMENT SHALL BE THE
11
VALID AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN
ACCORDANCE WITH ITS TERMS.
(B)
HOLDINGS AND FINANCIAL ARE CORPORATIONS,
EACH DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF
BERMUDA AND THE STATES OF DELAWARE AND MARYLAND, RESPECTIVELY, AND EACH HAVING
FULL CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS SUCH BUSINESSES
ARE PRESENTLY CONDUCTED.
(C)
THE EXECUTION AND DELIVERY BY EACH OF
HOLDINGS AND FINANCIAL OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT RESULT IN THE VIOLATION OF ANY LAW,
STATUTE, RULE, REGULATION, ORDER, WRIT, INJUNCTION, JUDGMENT, OR DECREE OF ANY
COURT OR GOVERNMENTAL AUTHORITY TO OR BY WHICH HOLDINGS OR FINANCIAL IS BOUND,
OR OF ANY PROVISION OF THE CERTIFICATE OF INCORPORATION (AS AMENDED) OR BY-LAWS
(AS AMENDED) OF HOLDINGS OR FINANCIAL, AND WILL NOT CONFLICT WITH, OR RESULT IN
A BREACH OR VIOLATION OF, ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE (WITH
DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER, ANY AGREEMENT, INSTRUMENT,
OR DOCUMENT TO WHICH HOLDINGS OR FINANCIAL IS A PARTY OR BY WHICH IT IS BOUND OR
TO WHICH ANY OF ITS PROPERTIES OR ASSETS IS SUBJECT, NOR RESULT IN THE CREATION
OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTIES OR ASSETS OF HOLDINGS OR
FINANCIAL.
14.
COVENANT NOT TO COMPETE; CONFIDENTIALITY;
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS; EXECUTIVE'S COOPERATION.
(A)
COVENANT NOT TO COMPETE.
(I)
IN FURTHER CONSIDERATION OF THE
COMPENSATION TO BE PAID TO THE EXECUTIVE HEREUNDER, THE EXECUTIVE ACKNOWLEDGES
THAT DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY HE HAS AND SHALL
BECOME FAMILIAR WITH THE COMPANY'S AND ITS SUBSIDIARIES' TRADE SECRETS AND WITH
OTHER CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND ITS SUBSIDIARIES AND
THAT HIS SERVICES SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE
COMPANY, AND THEREFORE, THE EXECUTIVE AGREES THAT DURING THE TERM OF EMPLOYMENT
AND FOR A PERIOD OF (1) IN THE CASE OF A TERMINATION BY THE COMPANY WITHOUT
CAUSE OR BY EXECUTIVE AS A RESULT OF A CONSTRUCTIVE TERMINATION, 12 MONTHS OR
(2) IN THE CASE OF A TERMINATION OF EMPLOYMENT FOR ANY OTHER REASON, 18 MONTHS,
SO LONG AS THE COMPANY IS NOT IN DEFAULT OF A MATERIAL PAYMENT OBLIGATION UNDER
THIS AGREEMENT OR IN DEFAULT OF ANY MATERIAL OBLIGATION UNDER SECTION 11 (THE
"NONCOMPETE PERIOD"), THE EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY (WHETHER AS
AN EMPLOYEE, CONSULTANT, INVESTOR, INDEPENDENT CONTRACTOR, OR DIRECTOR, BUT
OTHER THAN AS A HOLDER OF A PASSIVE INVESTMENT OF NOT IN EXCESS OF 5% OF THE
OUTSTANDING VOTING SHARES OF ANY PUBLICLY TRADED COMPANY), ENGAGE, ENTER INTO OR
ATTEMPT TO ENTER INTO, OR MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER
SERVICES FOR, OR BE EMPLOYED BY, A RESTRICTED BUSINESS (AS