18 MONTHS
THEREAFTER (THE "NONCOMPETE PERIOD"), THE EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY (WHETHER AS AN EMPLOYEE, CONSULTANT, INVESTOR, INDEPENDENT
CONTRACTOR, OR DIRECTOR):
(A)
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 DEFINED BELOW) THAT DIRECTLY OR
INDIRECTLY COMPETES WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES IN THE UNITED
STATES OR OTHER JURISDICTIONS IN WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES
CONDUCTS OR IS DEVELOPING BUSINESS OR HAS DEMONSTRABLE PLANS TO CONDUCT
BUSINESS; PROVIDED, HOWEVER, THAT THIS CLAUSE (A) SHALL NOT APPLY FOLLOWING THE
EXPIRATION OF THE TERM OF EMPLOYMENT AS A RESULT OF A NOTICE FROM THE COMPANY OR
THE EXECUTIVE PURSUANT TO SECTION 2; PROVIDED, FURTHER, THAT NOTHING HEREIN
SHALL PROHIBIT THE EXECUTIVE FROM BEING A PASSIVE OWNER OF NOT MORE THAN FIVE
PERCENT (5%) OF THE OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION THAT IS
PUBLICLY TRADED, SO LONG AS THE EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE
BUSINESS OF SUCH CORPORATION; OR
(B)
(I) INDUCE OR ATTEMPT TO PERSUADE ANY FORMER
OR THEN CURRENT EMPLOYEE, AGENT, MANAGER, CONSULTANT, DIRECTOR, CUSTOMER,
COUNTERPARTY OR OTHER BUSINESS RELATIONSHIP OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO TERMINATE SUCH EMPLOYMENT OR OTHER RELATIONSHIP (INCLUDING,
WITHOUT LIMITATION, BY MAKING ANY NEGATIVE OR DISPARAGING STATEMENTS OR
COMMUNICATIONS REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES) OR (II) HIRE
ANY PERSON WHO WAS AN EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WITHIN
THE 12 MONTH PERIOD PRIOR TO THE TERMINATION DATE.
(II)
FOR THE PURPOSES OF THIS SECTION 13, A
"RESTRICTED BUSINESS" SHALL MEAN A FINANCIAL GUARANTY INSURANCE, SPECIALIZED
SURETY, CREDIT DERIVATIVE AND/OR STRUCTURED FINANCE BUSINESS, WHETHER EXISTING
OR TO BE FORMED AND WITHOUT REGARD TO ITS CLAIMS-PAYING ABILITY, OR ANY OTHER
BUSINESS WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES CONDUCTS OR IS DEVELOPING
OR CONSIDERING FOR DEVELOPMENT DURING THE TERM OF EMPLOYMENT OR ON THE
TERMINATION DATE.
(III)
THE COVENANTS OF THE EXECUTIVE SET FORTH IN
THIS SECTION 13 SHALL BE NULL AND VOID AND WITHOUT ANY FORCE OR EFFECT UPON THE
EFFECTIVE DATE OF ANY LIQUIDATION OR DISSOLUTION OF THE COMPANY, IT BEING
UNDERSTOOD THAT A MERGER OR CONSOLIDATION OF THE COMPANY SHALL NOT BE DEEMED TO
CONSTITUTE A LIQUIDATION OR DISSOLUTION OF THE COMPANY.
(IV)
THE COVENANTS SET FORTH ABOVE IN THIS SECTION
13 SHALL BE CONSTRUED AS A SERIES OF SEPARATE COVENANTS, ONE FOR EACH COUNTY IN
EACH OF THE STATES OF THE UNITED STATES OR
13
COUNTRY OUTSIDE THE UNITED STATES TO WHICH SUCH RESTRICTION APPLIES, SUBJECT,
HOWEVER, TO THE APPLICABLE LAWS OF SUCH JURISDICTIONS.
(V)
IF, AT THE TIME OF ENFORCEMENT OF THIS
SECTION 13, ANY ARBITRATOR OR COURT OF COMPETENT JURISDICTION SHALL HOLD 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 SHALL BE SUBSTITUTED FOR THE STATED
DURATION, SCOPE