MEANS AS OF ANY DATE (INCLUDING DURING THE
ONE-YEAR PERIOD COMMENCING ON THE TERMINATION DATE) ANY PERSON (AND ANY BRANCH,
OFFICE OR OPERATION THEREOF) THAT ENGAGES IN, OR PROPOSES TO ENGAGE IN:
(A)
THE UNDERWRITING, REINSURANCE, MARKETING OR SALE OF (I) ANY FORM OF
INSURANCE OF ANY KIND THAT ANY OF THE COMPANIES AS OF SUCH DATE DOES, OR HAS
UNDER ACTIVE CONSIDERATION A PROPOSAL TO, UNDERWRITE, REINSURE, MARKET OR SELL
(ANY SUCH FORM OF INSURANCE, A "COMPANY INSURANCE PRODUCT" OR (II) ANY OTHER
FORM OF INSURANCE THAT IS MARKETED OR SOLD IN COMPETITION WITH ANY COMPANY
INSURANCE PRODUCT, OR
(B) THE SALE OF FINANCIAL SERVICES WHICH INVOLVE (I) THE MANAGEMENT, FOR A FEE
OR OTHER REMUNERATION, OF AN INVESTMENT ACCOUNT OR FUND (OR PORTIONS THEREOF OR
A GROUP OF INVESTMENT ACCOUNTS OR FUNDS), (II) THE GIVING OF ADVICE, FOR A FEE
OR OTHER REMUNERATION, WITH RESPECT TO THE INVESTMENT AND/OR REINVESTMENT OF
ASSETS OR FUNDS (OR ANY GROUP OF ASSETS OR FUNDS), OR (III) FINANCIAL PLANNING
SERVICES IN CONNECTION WITH THE SALE OF FINANCIAL SERVICES, OR
(C)
THE DESIGN, IMPLEMENTATION AND ADMINISTRATION OF EMPLOYEE BENEFIT PLANS,
INCLUDING PLAN DOCUMENTS, EMPLOYEE COMMUNICATIONS, REPORTING, DISCLOSURE,
FINANCIAL ADVICE, INVESTMENT ADVICE, AND FIDUCIARY SERVICES, OR
(D) ANY OTHER BUSINESS THAT AS OF SUCH DATE IS A DIRECT AND MATERIAL COMPETITOR
OF A COMPANY AND ITS AFFILIATES TO THE EXTENT THAT PRIOR TO THE DATE OF
DETERMINATION (OR, IF EARLIER, EXECUTIVE'S TERMINATION DATE) ANY OF THE
COMPANIES OR ITS AFFILIATES ENGAGED AT ANY TIME WITHIN 12 MONTHS IN OR HAD UNDER
ACTIVE CONSIDERATION A PROPOSAL TO ENGAGE IN SUCH COMPETITIVE BUSINESS;
and that is located anywhere in the United States or anywhere outside of the
United States where such Company or its Affiliates is then engaged in, or has
under active consideration a proposal to engage in, any of such activities.
4
2.21
"CURRENT OBLIGATIONS" MEANS THE SUM OF THE AMOUNTS OF EXECUTIVE'S
ACCRUED ANNUAL BONUS, ACCRUED BASE SALARY, ACCRUED LTIP BONUS AND ANY ACCRUED
BUT UNPAID PAID TIME OFF; PROVIDED THAT, IF ANY AMOUNT THAT WOULD OTHERWISE BE
TREATED AS A CURRENT OBLIGATION WOULD, IF PAID WHEN SPECIFIED HEREUNDER,
CONSTITUTE DEFERRED COMPENSATION WITHIN THE MEANING OF SECTION 409A OF THE CODE,
SUCH AMOUNT SHALL NOT BE TREATED AS A CURRENT OBLIGATION.
2.22
"DISABILITY" - SEE SECTION 4.1(B).
2.23
"EFFECTIVE DATE" MEANS THE DATE ON WHICH A CHANGE OF CONTROL FIRST
OCCURS DURING THE SUPPLEMENT TERM.
2.24
"EMPLOYMENT PERIOD" MEANS THE PERIOD COMMENCING ON THE EFFECTIVE
DATE AND ENDING ON THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE; PROVIDED THAT,
IN THE EVENT EXECUTIVE'S EMPLOYMENT TERMINATES AFTER THE EFFECTIVE DATE, IN
CIRCUMSTANCES UNDER WHICH EXECUTIVE BECOMES ENTITLED TO RECEIVE THE PAYMENTS
DESCRIBED IN SECTION 5.1 OR DUE TO EXECUTIVE'S DEATH OR DISABILITY, THE
EMPLOYMENT PERIOD SHALL END ON THE DATE OF SUCH TERMINATION OF EMPLOYMENT.
2.25
"EQUITY PERFORMANCE AWARD" - SEE SECTION 3.3.
2.26
"EQUITY SERVICE AWARD" - SEE SECTION 3.3.
2.27
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
2.28