Covenant Not to Compete If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.