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.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT,
EMPLOYEE MAY DIRECTLY OR INDIRECTLY, OWN, SOLELY AS AN INVESTMENT, SECURITIES OF
ANY PERSON ENGAGED IN THE BUSINESS OF COMPANY WHICH ARE PUBLICLY TRADED ON A
NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE OVER-THE-COUNTER MARKET IF
EMPLOYEE (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.
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(E)
EMPLOYEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
COMPANY,
USE, DIVULGE, DISCLOSE OR MAKE ACCESSIBLE TO ANY OTHER PERSON, FIRM,
PARTNERSHIP, CORPORATION OR OTHER ENTITY, ANY "CONFIDENTIAL INFORMATION" (AS
DEFINED BELOW) EXCEPT WHILE EMPLOYED BY COMPANY, IN FURTHERANCE OF THE BUSINESS
OF AND FOR THE BENEFIT OF COMPANY; PROVIDED THAT EMPLOYEE MAY DISCLOSE SUCH
INFORMATION WHEN REQUIRED TO DO SO BY A COURT OF COMPETENT JURISDICTION, BY ANY
GOVERNMENTAL AGENCY HAVING SUPERVISORY AUTHORITY OVER THE BUSINESS OF COMPANY
AND/OR ITS AFFILIATES, AS THE CASE MAY BE, OR BY ANY ADMINISTRATIVE BODY OR
LEGISLATIVE BODY (INCLUDING A COMMITTEE THEREOF) WITH JURISDICTION TO ORDER
EMPLOYEE TO DIVULGE, DISCLOSE OR MAKE ACCESSIBLE SUCH INFORMATION; PROVIDED,
FURTHER, THAT IN THE EVENT THAT EMPLOYEE IS ORDERED BY A COURT OR OTHER
GOVERNMENT AGENCY TO DISCLOSE ANY CONFIDENTIAL INFORMATION, EMPLOYEE SHALL (I)
PROMPTLY NOTIFY
COMPANY OF SUCH ORDER, (II) AT THE WRITTEN REQUEST OF COMPANY,
DILIGENTLY CONTEST SUCH ORDER AT THE SOLE EXPENSE OF COMPANY AS EXPENSES OCCUR,
AND (III) AT THE WRITTEN REQUEST OF
COMPANY, SEEK TO OBTAIN, AT THE SOLE
EXPENSE OF COMPANY, SUCH CONFIDENTIAL TREATMENT AS MAY BE AVAILABLE UNDER
APPLICABLE LAWS FOR ANY INFORMATION DISCLOSED UNDER SUCH ORDER. FOR PURPOSES OF
THIS SECTION 8(E), "CONFIDENTIAL INFORMATION" SHALL MEAN NON-PUBLIC INFORMATION
CONCERNING THE FINANCIAL DATA, STRATEGIC BUSINESS PLANS, PRODUCT DEVELOPMENT (OR
OTHER PROPRIETARY PRODUCT DATA), CUSTOMER LISTS, MARKETING PLANS, EMPLOYEES,
OFFICERS, DIRECTORS AND OTHER NON-PUBLIC, PROPRIETARY AND CONFIDENTIAL
INFORMATION RELATING TO THE BUSINESS OF COMPANY OR ITS AFFILIATES OR CUSTOMERS,
THAT, IN ANY CASE, IS NOT OTHERWISE AVAILABLE TO THE PUBLIC (OTHER THAN BY
EMPLOYEE'S BREACH OF THE TERMS HEREOF) INCLUDING, BUT NOT LIMITED TO, THE TERMS
OF THIS AGREEMENT. UPON TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH COMPANY,
EMPLOYEE
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SHALL RETURN ALL COMPANY PROPERTY, INCLUDING, WITHOUT LIMITATION, FILES,
RECORDS, DISKS AND ANY MEDIA CONTAINING CONFIDENTIAL INFORMATION.
(F)
EMPLOYEE UNDERSTANDS THAT THE PROVISIONS OF THIS SECTION 8 MAY
LIMIT HIS ABILITY TO EARN A LIVELIHOOD IN A BUSINESS SIMILAR TO THE BUSINESS OF
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
COMPANY, (B) SUCH PROVISIONS CONTAIN
REASONABLE LIMITATIONS AS TO TIME AND SCOPE OF ACTIVITY TO BE RESTRAINED, (C)
SUCH PROVISIONS ARE NOT HARMFUL