ANY BUSINESS OR UNDERTAKING WHICH IS ENGAGED IN OR CARRIED ON IN
BERMUDA, THE UNITED STATES, THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC
COMMUNITY ANY INSURANCE BUSINESS WHICH COMPETES OR SEEKS TO COMPETE WITH THE
BUSINESS CARRIED ON BY THE COMPANY OR ANY OTHER GROUP COMPANY AT THE DATE OF
TERMINATION.
9
(II)
DIRECTLY OR INDIRECTLY SOLICIT, INTERFERE
WITH OR ENDEAVOR TO ENTICE AWAY FROM THE COMPANY OR ANY GROUP COMPANY ANY
PERSON, FIRM OR COMPANY WHO AT THE DATE OF TERMINATION AFORESAID OR WHO IN THE
PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRIOR TO SUCH DATE WAS A CUSTOMER OR
CLIENT OF OR IN THE HABIT OF DEALING WITH THE COMPANY OR ANY GROUP COMPANY OR
WHO AT SUCH DATE WAS TO HIS KNOWLEDGE NEGOTIATING WITH THE COMPANY OR ANY GROUP
COMPANY IN RELATION TO ALL OR PART OF ITS BUSINESS.
(III)
SOLICIT THE SERVICES OF OR ENDEAVOR TO
ENTICE AWAY FROM THE COMPANY OR ANY GROUP COMPANY ANY DIRECTOR, EMPLOYEE OR
CONSULTANT OF THE COMPANY OR ANY GROUP COMPANY (WHETHER OR NOT SUCH PERSON WOULD
COMMIT ANY BREACH OF HIS CONTRACT OF EMPLOYMENT OR ENGAGEMENT BY REASON OF
LEAVING THE SERVICE OF SUCH COMPANY) NOR SHALL THE EXECUTIVE KNOWINGLY EMPLOY OR
AID OR ASSIST IN OR PROCURE THE EMPLOYMENT BY ANY OTHER PERSON, FIRM OR COMPANY
OF ANY SUCH PERSON.
(C)
IF ANY
PROVISION CONTAINED IN THIS SECTION 9 SHALL FOR ANY REASON BE HELD INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISIONS OF THIS AGREEMENT, BUT
SUCH PROVISION SHALL BE AMENDED OR DEEMED AMENDED TO APPLY AS TO SUCH MAXIMUM
TIME AND TO SUCH MAXIMUM EXTENT AS DETERMINED TO BE VALID, BINDING AND
ENFORCEABLE.
THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE ANY EXPIRATION OR
TERMINATION THIS AGREEMENT.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
COMPANY'S REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE
PROVISIONS OF THIS SECTION 9 WOULD BE INADEQUATE AND, IN RECOGNITION OF THIS
FACT, AGREES THAT, IN THE EVENT OF SUCH BREACH OR THREATENED BREACH, IN ADDITION
TO ANY REMEDIES AT LAW, THE COMPANY, WITHOUT POSTING ANY BOND, SHALL BE ENTITLED
TO OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE, TEMPORARY
10
RESTRAINING ORDER, TEMPORARY OR PERMANENT INJUNCTION OR ANY OTHER EQUITABLE
RELIEF WHICH MAY THEN BE AVAILABLE.
(D)
THE
EXECUTIVE HEREBY AGREES THAT HE WILL AT THE REQUEST AND AT THE COST OF THE
COMPANY ENTER INTO A DIRECT AGREEMENT OR UNDERTAKING WITH ANY GROUP COMPANY
WHEREBY HE WILL ACCEPT RESTRICTIONS AND PROVISIONS CORRESPONDING TO THE
RESTRICTIONS AND PROVISIONS HEREIN CONTAINED (OR SUCH OF THEM AS MAY BE
APPROPRIATE IN THE CIRCUMSTANCES) IN RELATION TO SUCH SERVICES AND SUCH AREA AND
FOR SUCH PERIOD AS SUCH COMPANY OR COMPANIES MAY REASONABLY REQUIRE FOR THE
PROTECTION OF ITS OR THEIR LEGITIMATE INTERESTS PROVIDED THAT HE TERMS OF SUCH
RESTRICTIONS AND PROVISIONS WILL NOT BE MORE ONEROUS THAN THE RESTRICTIONS AND
PROVISIONS OF THIS AGREEMENT.
10.