SOLICIT, CONTACT, COMMUNICATE OR ATTEMPT TO COMMUNICATE WITH, REGARDING PRODUCTS
OR SERVICES OFFERED OR PROPOSED TO BE OFFERED BY THE COMPANY (IF SUCH PRODUCTS
ARE IN THE DEVELOPMENT STAGE WHILE EXECUTIVE IS EMPLOYED BY THE COMPANY), ANY
CUSTOMER OR CLIENT OR PROSPECTIVE CUSTOMER OR PROSPECTIVE CLIENT OF THE COMPANY
(FOR PURPOSES OF THIS SECTION 10, "CUSTOMER OR CLIENT" SHALL NOT INCLUDE
INSURANCE BROKERS) OR (Z)
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REGARDLESS OF WHO INITIATES THE COMMUNICATION, SOLICIT, PARTICIPATE IN THE
SOLICITATION OR RECRUITMENT OF, OR IN ANY MANNER ENCOURAGE OR PROVIDE ASSISTANCE
TO, ANY EMPLOYEE, CONSULTANT OR AGENT OF THE COMPANY (OR WHO WAS AN EMPLOYEE OF
THE COMPANY WITHIN THE PRIOR 12 MONTHS) TO TERMINATE HIS OR HER EMPLOYMENT OR
OTHER RELATIONSHIP WITH THE COMPANY OR TO LEAVE ITS EMPLOY OR OTHER RELATIONSHIP
WITH THE COMPANY FOR ANY ENGAGEMENT IN ANY CAPACITY OR FOR ANY OTHER PERSON OR
ENTITY.
(II)
FOR PURPOSES OF SECTION 10(B), (C), AND (D), THE COMPANY SHALL BE
CONSTRUED TO INCLUDE THE COMPANY, PARENT AND EACH OF THEIR SUBSIDIARIES AND
AFFILIATES. FOR PURPOSES OF SECTION 10(A)(I), THE COMPANY SHALL MEAN AIG
21ST DIRECT AUTO AND SHALL, TO THE EXTENT RELEVANT, INCLUDE ANY EMPLOYEES,
CONSULTANTS OR AGENTS OF PARENT OR ITS SUBSIDIARIES AND AFFILIATES WHO EXECUTIVE
COMES INTO CONTACT WITH AS A RESULT OF HIS EMPLOYMENT.
(III)
FOR PURPOSES OF THIS SECTION 10, A "COMPETITIVE BUSINESS" MEANS,
AS OF ANY DATE, INCLUDING DURING THE RESTRICTED PERIOD, ANY PERSON OR ENTITY
(INCLUDING ANY JOINT VENTURE, PARTNERSHIP, FIRM, CORPORATION OR LIMITED
LIABILITY COMPANY) THAT ENGAGES IN OR PROPOSES TO ENGAGE IN THE PERSONAL AUTO
INSURANCE BUSINESS.
(IV)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT,
EXECUTIVE MAY DIRECTLY OR INDIRECTLY, OWN, SOLELY AS AN INVESTMENT, SECURITIES
OF ANY PERSON ENGAGED IN THE BUSINESS OF THE COMPANY WHICH ARE PUBLICLY TRADED
ON A NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE OVER-THE-COUNTER MARKET IF
EXECUTIVE (X) IS NOT A CONTROLLING PERSON OF, OR A MEMBER OF A GROUP WHICH
CONTROLS, SUCH PERSON AND (Y) DOES NOT, DIRECTLY OR INDIRECTLY, OWN ONE PERCENT
(1%) OR MORE OF ANY CLASS OF SECURITIES OF SUCH PERSON.
(V)
EXECUTIVE UNDERSTANDS THAT THE PROVISIONS OF THIS SECTION 10(A)
MAY LIMIT HIS ABILITY TO EARN A LIVELIHOOD IN A BUSINESS SIMILAR TO THE BUSINESS
OF THE COMPANY BUT HE NEVERTHELESS AGREES AND HEREBY ACKNOWLEDGES THAT (A) SUCH
PROVISIONS DO NOT IMPOSE A GREATER RESTRAINT THAN IS NECESSARY TO PROTECT THE
GOODWILL OR OTHER BUSINESS INTERESTS OF THE COMPANY, (B) SUCH PROVISIONS CONTAIN
REASONABLE LIMITATIONS AS TO TIME AND SCOPE OF ACTIVITY TO BE RESTRAINED,
(C) SUCH PROVISIONS ARE NOT HARMFUL TO THE GENERAL PUBLIC AND (D) SUCH
PROVISIONS ARE NOT
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UNDULY BURDENSOME TO EXECUTIVE. IN CONSIDERATION OF THE FOREGOING AND IN LIGHT
OF EXECUTIVE'S EDUCATION, SKILLS AND ABILITIES, EXECUTIVE AGREES THAT HE SHALL
NOT ASSERT THAT, AND IT SHOULD NOT BE CONSIDERED THAT, ANY PROVISIONS OF SECTION
10(A) OTHERWISE ARE VOID, VOIDABLE OR UNENFORCEABLE OR SHOULD BE VOIDED OR HELD
UNENFORCEABLE.
(VI)
IT IS EXPRESSLY UNDERSTOOD