Common use of Covenants Against Competition and Solicitation Clause in Contracts

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at lawCompany. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, to Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, not directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, . person or entity that derives a non-incidental portion of its revenue from the business of selling developing or providing annuity, life, accident marketing medical diagnostic or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these the same or similar products or services provided by the Company and its affiliatessubsidiaries, or any customers or policyholders of the Company or any of its affiliates Company; or (iv) solicit for employment or employ any employee of the Company or any of its affiliatesCompany. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he she is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges Grantee agrees that, while Xxxxxxx is employed by the Company, and for 12 months thereafter, Grantee shall not engage, either directly or indirectly, as a principal for Grantee’s own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any Competitive Business that designs, develops, manufactures, distributes, sells or markets the type of products or services he is to render sold, distributed or provided by the Company, during the one-year period prior to the Company date of employment termination and its affiliates are of a special and unusual character, with a unique value to which Grantee was involved and/or oversaw (the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees “Business”); provided that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive nothing herein shall notprevent Grantee from owning, directly or indirectly, anywhere not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the United States of America Business and listed or traded on a national securities exchange or in an over-the-counter securities market. Grantee further understands and agrees that during and within 12 months after being employed by the Company, Grantee shall not directly or indirectly (i1) render any services, as an agent, independent contractor, consultant employ or otherwisesolicit, or become receive or accept the performance of services by, any then-current employee of the Company who is employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) primarily in any manner compete connection with the Company Business or any former employee of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided who was employed by the Company primarily in connection with the Business at any time within the 12-month period immediately prior to such employment, solicitation, receipt or acceptance, except in connection with general, non-targeted recruitment efforts such as advertisements and its affiliatesjob listings, any customers or policyholders of the Company directly or any of its affiliates or (iv) solicit for employment or employ indirectly induce any employee of the Company to leave the Company, or assist in any of its affiliates. Should the foregoing, or (2) solicit business (relating to the Business) from; attempt to entice away from the Company; or interfere with the Company’s relationship with any particular covenant entity that is a client or provision customer of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the Company at the time periodof such solicitation, geographical areaenticement, or scope interference; or that was or was identified or solicited as a client or customer of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree during the time that Grantee performed services for the Company, unless such covenant or provision shall automatically be deemed modified such that the contested covenant or provision entity shall have ceased to have been such a customer for a period of at least six months as of the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawtime of such solicitation.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive's employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion is included on the list of companies that directly compete with the Company or any of its revenue from subsidiaries in the business of selling or providing annuity, life, accident or health insurance products or services, which list shall be (x) compiled by the Compensation Committee and provided to Executive prior to the Effective Date and (y) reviewed annually by the Compensation Committee (using the same methodology that was used to compile the initial list) to determine if there have been any changes in the Company’s direct competitors, with any changes in the list of direct competitors to be provided to Executive promptly after such review; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law. To the extent that any equity awards contain forfeiture provisions for certain conduct of Executive following the termination of his employment that are in conflict with the restrictions on competition or solicitation in this Section 9 or the non-disclosure covenants in Section 8, the provisions of this Agreement shall apply to such forfeiture provisions so there is not a double standard.

Covenants Against Competition and Solicitation. Executive Employee acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Employee as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Employee the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Employee covenants and agrees that throughout the period Executive Employee remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing any of the following financial services: the sale of certificates of deposit, mutual funds, and fixed and variable annuities, debt consolidation, and home equity, home improvement, manufactured housing, real estate mortgage and automobile loans, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these the same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Employee in this Section 9 shall be void and unenforceable in the event of (i) a termination by the Company other than for "just cause," or (ii) a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive Employee acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 11 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation and benefits stated in Section 5 hereof, as well as any additional benefits stated hereinthis Agreement and otherwise, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder (other than pursuant to Section 9) and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or servicesservices in the United States; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert any customers or policyholders of the Company to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 12 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America America, in any state where the Company or any of its affiliates conducts business at the time of Executive’s separation from employment, in any geographic area over which Executive has supervisory responsibility, in any geographic area where Executive actually performs services for the Company, in the State of Illinois or in the State of Indiana, (i) render any servicesof the same services Executive performed for Company during the period of Executive’s employment with the Company, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion directly or indirectly competes with the Company or any of its revenue from affiliates in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates over which Executive had supervisory or business authority while employed by the Company at the time of his separation; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges Xxxxxxx agrees that, while Xxxxxxx is employed by the Company, and for 12 months thereafter, Grantee shall not engage, either directly or indirectly, as a principal for Xxxxxxx’s own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any Competitive Business that designs, develops, manufactures, distributes, sells or markets the type of products or services he is to render sold, distributed or provided by the Company, during the one-year period prior to the Company date of employment termination and its affiliates are of a special and unusual character, with a unique value to which Grantee was involved and/or oversaw (the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees “Business”); provided that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive nothing herein shall notprevent Grantee from owning, directly or indirectly, anywhere not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the United States of America Business and listed or traded on a national securities exchange or in an over-the-counter securities market. Grantee further understands and agrees that during and within 12 months after being employed by the Company, Grantee shall not directly or indirectly (i1) render any services, as an agent, independent contractor, consultant employ or otherwisesolicit, or become employed receive or compensated by any other corporation, person or entity that derives a non-incidental portion accept the performance of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatesby, any customers or policyholders active employee of the Company who is employed primarily in connection with the Business, except in connection with general, non-targeted recruitment efforts such as advertisements and job listings, or any of its affiliates directly or (iv) solicit for employment or employ indirectly induce any employee of the Company to leave the Company, or assist in any of its affiliates. Should the foregoing, or (2) solicit business (relating to the Business) from; attempt to entice away from the Company; or interfere with the Company’s relationship with any particular covenant entity that is a client or provision customer of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the Company at the time periodof such solicitation, geographical areaenticement, or scope interference; or that was or was identified or solicited as a client or customer of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree during the time that Grantee performed services for the Company, unless such covenant or provision shall automatically be deemed modified such that the contested covenant or provision entity shall have ceased to have been such a customer for a period of at least six months as of the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawtime of such solicitation.

Covenants Against Competition and Solicitation. Executive Employee acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Employee as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Employee the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Employee covenants and agrees that throughout the period Executive Employee remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Employee in this Section 9 shall be void and unenforceable in the event of (i) a termination by the Company other than for "just cause," (ii) a Control Termination of this Agreement as defined in Section 10 below or (iii) a termination by Employee for "good reason." Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive Employee acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of this Agreement. Notwithstanding the preceding sentence, if the Company terminates Executive for Just Cause (as defined in Section 10(b) of this Agreement), the provisions of clauses (i) and (ii) of the preceding sentence will not apply. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter(two years with respect to clauses (ii) and (iii) of this sentence) thereafter , Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident any lending or health insurance other financial products or servicesservices that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries in the manufactured housing industry (a "Competing Business"); provided, however, that Executive may provide such services or have such relationship with a Competing Business but only if Executive has no involvement with the portion of the Competing Business that provides lending or other financial products or services that are competitive with those products or services of the Company relating to the manufactured housing industry; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to any other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatesCompeting Business, any customers or policyholders of the Company or any of its affiliates subsidiaries with respect to the manufactured housing industry; or (iviii) solicit for employment or employ any non-exempt employee of Conseco, Inc. ("Conseco"), the Company or any of its affiliatestheir respective subsidiaries. During the term of this Agreement and for one year thereafter, Executive agrees not to engage in conduct that is injurious to the Company, Conseco or any of their business operations. For purposes of this provision, "conduct by Executive that is injurious to the Company, Conseco or any of their business operations" is defined as: (i) any statements, whether written or oral, which are defamatory of the Company, Conseco or any of their officers or directors; or (ii) deliberate misrepresentation of the affairs, practices, or financial condition of the Company, Conseco or any of their officers or directors. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law. The provisions of this Section 9 supersede any other agreements or documents to which the Company and/or Executive are parties or signatories regarding the subject matter of this Section 9, and such other agreements or documents shall be of no force and effect with respect to the subject matter of this Section 9.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout through the period Executive remains employed later of June 30, 2002 or compensated hereunder and for one (1) year thereafterafter termination of Executive's employment with the Company (the "Restriction Period"), Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 10. In addition, the covenants of Executive in this Section 9 other than the covenant contained in clause (v) shall be void and unenforceable if the Company terminates this Agreement without "just cause" or Executive terminates this Agreement for "good reason." Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time periodRestriction Period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated (other than with respect to the SERP) hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become be employed or compensated by any other corporation, person or entity that derives a non-incidental portion is included on the list of companies that directly compete with the Company or any of its revenue from subsidiaries in the business of selling or providing annuity, life, accident or health insurance products or services, which list shall be (x) compiled by the Compensation Committee and provided to Executive prior to the Effective Date and (y) reviewed annually by the Compensation Committee (using the same methodology that was used to compile the initial list) to determine if there have been any changes in the Company's direct competitors, with any changes in the list of direct competitors to be provided to Executive promptly after such review; (ii) in any other manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive's employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges Grantee agrees that, while Xxxxxxx is employed by the Company, and for 12 months thereafter, Grantee shall not engage, either directly or indirectly, as a principal for Grantee’s own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any Competitive Business that designs, develops, manufactures, distributes, sells or markets the type of products or services he is to render sold, distributed or provided by the Company, during the one-year period prior to the Company date of employment termination and its affiliates are of a special and unusual character, with a unique value to which Grantee was involved and/or oversaw (the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees “Business”); provided that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive nothing herein shall notprevent Grantee from owning, directly or indirectly, anywhere not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the United States of America Business and listed or traded on a national securities exchange or in an over-the-counter securities market. Grantee further understands and agrees that during and within 12 months after being employed by the Company, Grantee shall not directly or indirectly (i1) render any services, as an agent, independent contractor, consultant employ or otherwisesolicit, or become employed receive or compensated by any other corporation, person or entity that derives a non-incidental portion accept the performance of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatesby, any customers or policyholders active employee of the Company who is employed primarily in connection with the Business, except in connection with general, non-targeted recruitment efforts such as advertisements and job listings, or any of its affiliates directly or (iv) solicit for employment or employ indirectly induce any employee of the Company to leave the Company, or assist in any of its affiliates. Should the foregoing, or (2) solicit business (relating to the Business) from; attempt to entice away from the Company; or interfere with the Company’s relationship with any particular covenant entity that is a client or provision customer of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the Company at the time periodof such solicitation, geographical areaenticement, or scope interference; or that was or was identified or solicited as a client or customer of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree during the time that Grantee performed services for the Company, unless such covenant or provision shall automatically be deemed modified such that the contested covenant or provision entity shall have ceased to have been such a customer for a period of at least six months as of the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawtime of such solicitation.

Covenants Against Competition and Solicitation. Executive acknowledges Grantee agrees that, while Xxxxxxx is employed by the Company, and for 12 months thereafter, Grantee shall not engage, either directly or indirectly, as a principal for Grantee’s own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any Competitive Business that designs, develops, manufactures, distributes, sells or markets the type of products or services he is to render sold, distributed or provided by the Company, during the one-year period prior to the Company date of employment termination and its affiliates are of a special and unusual character, with a unique value to which Grantee was involved and/or oversaw (the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees “Business”); provided that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive nothing herein shall notprevent Grantee from owning, directly or indirectly, anywhere not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the United States of America Business and listed or traded on a national securities exchange or in an over-the-counter securities market. Grantee further understands and agrees that during and within 12 months after being employed by the Company, Grantee shall not directly or indirectly: (i1) render any services, as an agent, independent contractor, consultant employ or otherwisesolicit, or become receive or accept the performance of services by, any then-current employee of the Company who is employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) primarily in any manner compete connection with the Company Business or any former employee of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided who was employed by the Company primarily in connection with the Business at any time within the 12-month period immediately prior to such employment, solicitation, receipt or acceptance, except in connection with general, non-targeted recruitment efforts such as advertisements and its affiliatesjob listings, any customers or policyholders of the Company directly or any of its affiliates or (iv) solicit for employment or employ indirectly induce any employee of the Company to leave the Company, or assist in any of its affiliates. Should the foregoing; or (2) solicit business (relating to the Business) from; attempt to entice away from the Company; or interfere with the Company’s relationship with any particular covenant entity that is a client or provision customer of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the Company at the time periodof such solicitation, geographical areaenticement, or scope interference; or that was or was identified or solicited as a client or customer of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree during the time that Grantee performed services for the Company, unless such covenant or provision shall automatically be deemed modified such that the contested covenant or provision entity shall have ceased to have been such a customer for a period of at least six months as of the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawtime of such solicitation.

Covenants Against Competition and Solicitation. Executive acknowledges Grantee agrees that, while Xxxxxxx is employed by the Company, and for 12 months thereafter, Grantee shall not engage, either directly or indirectly, as a principal for Grantee’s own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any Competitive Business that designs, develops, manufactures, distributes, sells or markets the type of products or services he is to render sold, distributed or provided by the Company, during the one-year period prior to the Company date of employment termination and its affiliates are of a special and unusual character, with a unique value to which Grantee was involved and/or oversaw (the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees “Business”); provided that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive nothing herein shall notprevent Grantee from owning, directly or indirectly, anywhere not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the United States of America Business and listed or traded on a national securities exchange or in an over-the-counter securities market. Xxxxxxx further understands and agrees that during and within 12 months after being employed by the Company, Grantee shall not directly or indirectly (i1) render any services, as an agent, independent contractor, consultant employ or otherwisesolicit, or become receive or accept the performance of services by, any then-current employee of the Company who is employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) primarily in any manner compete connection with the Company Business or any former employee of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided who was employed by the Company primarily in connection with the Business at any time within the 12-month period immediately prior to such employment, solicitation, receipt or acceptance, except in connection with general, non-targeted recruitment efforts such as advertisements and its affiliatesjob listings, any customers or policyholders of the Company directly or any of its affiliates or (iv) solicit for employment or employ indirectly induce any employee of the Company to leave the Company, or assist in any of its affiliates. Should the foregoing, or (2) solicit business (relating to the Business) from; attempt to entice away from the Company; or interfere with the Company’s relationship with any particular covenant entity that is a client or provision customer of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the Company at the time periodof such solicitation, geographical areaenticement, or scope interference; or that was or was identified or solicited as a client or customer of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree during the time that Grantee performed services for the Company, unless such covenant or provision shall automatically be deemed modified such that the contested covenant or provision entity shall have ceased to have been such a customer for a period of at least six months as of the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawtime of such solicitation.

Covenants Against Competition and Solicitation. Executive (A) Employee acknowledges and understands that, Employee’s position with Employer affords Employee extensive access to Confidential Information of Employer. Employee therefore agrees that during the course of Employee’s employment with Employer and for twelve (12) months after termination of Employee’s employment with Employer (for any reason or no reason) (collectively, “Restricted Period”), Employee shall not anywhere within the United States of America or any other country in which Employer then conducts or actively proposes to conduct business, either directly or indirectly, as an owner, stockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, agent or executive, engage in or perform any services he in a capacity that is similar to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages one or an action at law. In view more of the unique value job functions Employee performed for Employer, for or on behalf of, any business or other enterprise which is engaged in or is seeking to the Company engage in a Competitive Business. As used in this Agreement, “Competitive Business” shall mean any business providing products or services that are substantially similar to those products and its affiliates of the services of Executive for which the Company has contracted hereunderdeveloped, because of the confidential information to be obtained marketed, or otherwise provided by, or disclosed toactively planned to be developed, Executive as marketed, or otherwise provided by, Employer. Employee agrees to immediately notify Employer, in writing, of any offer of employment or other engagement, in any capacity, by another company, person, or other entity (of any kind) that is or may be engaged in a Competitive Business, prior to accepting any such offer. Provided Employee complies with the notification requirement set forth herein, Employer may, in Section 8 aboveits sole discretion, elect to limit or, in whole or in part, to waive the non-competition covenant set forth herein, as and as a material inducement to the Company extent Employer may deem appropriate. For avoidance of doubt, nothing herein should be construed to enter into this Agreement and to pay to Executive guarantee, or create any expectation of, limitation or waiver of the compensation stated in Section 5 hereofnon-competition covenant. (B) Employee further agrees that, as well as any additional benefits stated hereinduring the Restricted Period, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States either on Employee’s own behalf or on behalf of America any other individual or commercial enterprise: (i) render contact, communicate, solicit or transact any servicesbusiness with or assist any third party in contacting, as an agentcommunicating, independent contractorsoliciting or transacting any business with (A) any of the Customers or Clients of Employer, consultant (B) any Prospective Customers or otherwiseClients of Employer, or become employed or compensated by (C) any other corporation, person individual or entity that derives who or which was within the most recent twelve (12) month period a non-incidental portion Customer or Client of Employer, for the purpose of inducing such Customer or Client or Prospective Customer or Client to be connected to or benefit from any Competitive Business or to terminate its revenue from the or their business of selling or providing annuity, life, accident or health insurance products or servicesrelationship with Employer; (ii) directly or indirectly solicit, induce or assist any third party in soliciting or inducing any manner compete individual or entity who or which is then (or was at any time within the preceding twelve (12) months) an employee, consultant, independent contractor or agent of Employer) and with whom or which Employee had contact or about whom or which Employee had access to Confidential Information during Employee’s employment with Employer to leave the Company employment of Employer or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment incease performing services for Employer; (iii) solicit hire or attempt to convert to other insurance carriers engage or other corporations, persons assist any third party in hiring or other entities providing these same or similar products or services provided by the Company and its affiliatesengaging, any customers individual or policyholders entity that is or was (at any time within the preceding twelve (12) months) an employee, consultant, independent contractor or agent of the Company Employer and with whom or any of its affiliates which Employee had contact or about whom or which Employee had access to Confidential Information during Employee’s employment with Employer or (iv) solicit for employment solicit, induce or employ assist any employee of the Company third party in soliciting or inducing any of its affiliates. Should any particular covenant other person or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, entity (including, without limitation, the time period, geographical area, any third-party service provider or scope distributor) to terminate their or its relationship with Employer or otherwise interfere with such relationship. For purposes of activity covered by any restrictive covenant this subsection (B): (x) a “Customer or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.DocuSign Envelope ID: 17DEE07E-A5D1-4BBD-BAE5-76CF0EB7DF5D

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates subsidiaries are of a special and unusual character, with a unique value to the Company and its affiliatessubsidiaries, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates subsidiaries of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates subsidiaries with respect to lines of business that the Company and its affiliates subsidiaries derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates subsidiaries have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company or any of its affiliates subsidiaries; or (iv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he she is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at lawCompany. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, to Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, not directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, . person or entity that derives a non-incidental portion of its revenue from the business of selling developing or providing annuity, life, accident marketing medical diagnostic or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these the same or similar products or services provided by the Company and its affiliatessubsidiaries, or any customers or policyholders of the Company or any of its affiliates Company; or (iv) solicit for employment or employ any employee of the Company or any of its affiliatesCompany. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become be employed or compensated by any other corporation, person or entity that derives a non-incidental portion is included on the list of companies that directly compete with the Company or any of its revenue from subsidiaries in the business of selling or providing annuity, life, accident or health insurance products or services, which list shall be (x) compiled by the Compensation Committee and provided to Executive prior to the Effective Date and (y) reviewed annually by the Compensation Committee (using the same methodology that was used to compile the initial list) to determine if there have been any changes in the Company’s direct competitors, with any changes in the list of direct competitors to be provided to Executive promptly after such review; (ii) in any other manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive Consultant acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Consultant for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Consultant as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Consultant the compensation stated in Section 5 hereof4, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Consultant covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafterterm hereof, Executive Consultant shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision of this Section 9 7 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive Consultant acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive's employment with the Company. Notwithstanding the preceding sentence, if the Company terminates Executive for Just Cause (as defined in Section 10(b) of this Agreement), the provisions of clauses (i) and (ii) of the preceding sentence will not apply. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive Employee acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Employee as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Employee the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Employee covenants and agrees that throughout the period Executive Employee remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing any of the following financial services: the sale of certificates of deposit, mutual funds, and fixed and variable annuities, debt consolidation, and home equity, home improvement, manufactured housing, real estate mortgage and automobile loans, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Employee in this Section 9 shall be void and unenforceable in the event of (i) a termination by the Company other than for "just cause," (ii) a Control Termination of this Agreement as defined in Section 10 below, or (iii) a termination of this Agreement by Employee pursuant to Section 10(a) prior to March 31, 2002.. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive Employee acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Notwithstanding the preceding sentence, if the Company terminates Executive for Just Cause (as defined in Section 10(b) of this Agreement), the provisions of clauses (i) and (ii) of the preceding sentence will not apply. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder (other than pursuant to Section 11) and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. (a) Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year during the applicable "Restricted Period" (as defined in Section 9(b)) thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company Company, Bankers or any of its their affiliates with respect to lines of business that the Company Company, Bankers and its their respective affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company Company, Bankers and its their respective affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these the same or similar products or services provided by the Company Company, Bankers and its their respective affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive The Director acknowledges that the services he is to render to the Company and its affiliates subsidiaries are of a special and unusual character, with a unique value to the Company and its affiliatessubsidiaries, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates subsidiaries of the services of Executive the Director for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive the Director as set forth in Section 8 11(a) above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the Director the compensation stated in Section Sections 4 and 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive the Director covenants and agrees that throughout the period Executive remains employed or compensated hereunder Term and for one year thereafter, Executive the Director shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental material portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or servicesany Restricted Business (as defined below); (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates subsidiaries with whom the Director had material business contact as the result of his service as Non-Executive Chairman of the Company, for the purpose of offering insurance products or services competitive with those offered by the Company; or (iviii) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision For the purposes of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitationagreement, the time periodterm "Restricted Business" shall mean the businesses of selling or providing annuity, geographical arealife, health, or scope accident insurance products or services directed primarily at the senior market, except that "Restricted Business" on any date shall not include any of activity covered by any restrictive covenant or provision, the foregoing lines of business to the extent that the Company and Executive acknowledge and agree that is no longer actively involved in such covenant or provision shall automatically be deemed modified business line on such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawdate.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates under this Agreement are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be Confidential Information obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall he will not, directly or indirectlyindirectly (a) during Executive's employment hereunder and for a period of two (2) years thereafter, anywhere in the United States of America (i) render any services, as an officer, agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity engaged in any activity directly competitive with the Company; or (b) during Executive's employment hereunder and for a period of two (2) years thereafter, solicit for employment or representation, any employee, agent or representative employed or engaged by the Company (other than any relative of the Executive). Executive acknowledges that derives a non-incidental portion the restrictions contained in this Section 10, in view of its revenue from the nature of the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with which the Company or is engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to Company and Executive therefore acknowledges that, in the event of Executive's violation of any of its affiliates with respect to lines of business that these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and its affiliates derive more than a non-incidental portion permanent injunctive relief, without the necessity of their revenue posting any bond, as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or with respect remedies to which the Company and its affiliates have made a significant investment in; (iii) solicit may be entitled. If the period of time or attempt to convert to other insurance carriers the area specified in this Section 10 should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or other corporations, persons or other entities providing these same or similar products or services provided the area shall be reduced by the Company elimination of such geographical portion thereof or both so that such restrictions may be enforced in such area and its affiliates, for such time as is adjudged to be reasonable. If Executive violates any customers or policyholders of the Company or any restrictions contained in this Section 10, the restrictive period shall not run in favor of its affiliates or (iv) solicit for employment or employ any employee Executive from the time of the Company or commencement of any of its affiliates. Should any particular covenant or provision of this Section 9 such violation until such time as such violation shall be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered cured by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawsatisfaction of the Company.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of providing investment management or advisory services; (iv) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities (including, without limitation, investment management or advisory firms) providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivvi) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenants Against Competition and Solicitation. Executive acknowledges Xxxxxxx agrees that, while Xxxxxxx is employed by the Company, and for 12 months thereafter, Grantee shall not engage, either directly or indirectly, as a principal for Xxxxxxx’s own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any Competitive Business that designs, develops, manufactures, distributes, sells or markets the type of products or services he is to render sold, distributed or provided by the Company, during the one-year period prior to the Company date of employment termination and its affiliates are of a special and unusual character, with a unique value to which Grantee was involved and/or oversaw (the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees “Business”); provided that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive nothing herein shall notprevent Grantee from owning, directly or indirectly, anywhere not more than five percent of the outstanding shares of, or any other equity interest in, any entity engaged in the United States of America Business and listed or traded on a national securities exchange or in an over-the-counter securities market. Grantee further understands and agrees that during and within 12 months after being employed by the Company, Grantee shall not directly or indirectly (i1) render any services, as an agent, independent contractor, consultant employ or otherwisesolicit, or become receive or accept the performance of services by, any then-current employee of the Company who is employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) primarily in any manner compete connection with the Company Business or any former employee of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided who was employed by the Company primarily in connection with the Business at any time within the 12-month period immediately prior to such employment, solicitation, receipt or acceptance, except in connection with general, non-targeted recruitment efforts such as advertisements and its affiliatesjob listings, any customers or policyholders of the Company directly or any of its affiliates or (iv) solicit for employment or employ indirectly induce any employee of the Company to leave the Company, or assist in any of its affiliates. Should the foregoing, or (2) solicit business (relating to the Business) from; attempt to entice away from the Company; or interfere with the Company’s relationship with any particular covenant entity that is a client or provision customer of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the Company at the time periodof such solicitation, geographical areaenticement, or scope interference; or that was or was identified or solicited as a client or customer of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree during the time that Grantee performed services for the Company, unless such covenant or provision shall automatically be deemed modified such that the contested covenant or provision entity shall have ceased to have been such a customer for a period of at least six months as of the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawtime of such solicitation.

Covenants Against Competition and Solicitation. Executive Consultant acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Consultant for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Consultant as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Consultant the compensation stated in Section 5 hereof4, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Consultant covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafterterm hereof, Executive Consultant shall 4 not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision of this Section 9 7 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive Consultant acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.