Common use of Restriction on Competition Clause in Contracts

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for the Executive not to rely on or use the Protected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships and goodwill with customers, during the Restricted Period, the Executive will not directly or indirectly through any other person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or licensor of intellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of this Agreement, “Competing Business” means a person or entity that is engaged in designing, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing body.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that information, including (a) the Confidential Information, the Executive has acquired and will acquire during the course value of the Executive’s employment may enable consideration received directly or indirectly by her pursuant to the Executive to irreparably injure Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company if the Executive should engage in unfair competition. The purpose is a part of the provisions of this Section 10(d) is to protect consideration which the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which Investors are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, receiving in the course of his employment with the Company, its subsidiaries and/or their predecessors Stock Purchase Agreement and (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies Company or any of its Affiliates during the Restricted Period, it would be very difficult impossible for the Executive not to disclose, rely on on, or use the Protected CompaniesCompany’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure of and/or use of, the Protected CompaniesCompany’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information, and to protect such trade secrets the Company’s and confidential information and the Protected Companiesits Affiliates’ legitimate business interests, relationships and goodwill with customersgoodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not not, and should be enjoined (if necessary) from directly or indirectly through any other person Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing BusinessBusiness (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or officer, licensor of intellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date)technology or otherwise. For purposes of this Agreement, “Competing Business” means a person Person anywhere in the continental United States and Canada (the “Restricted Area”) that at any time during the Period of Employment, or entity any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is engaged in designing, manufacturing, marketing, distributing or selling Company Productsreasonable. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment through by the Company without Cause or her resignation for Good Reason, and including (ii) the twelve (12) months month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination dateof employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing bodycorporation.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course As a material part of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in -------------------------- consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for the Executive not to rely on or use the Protected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships and goodwill with customers, during the Restricted Period, the Executive will not directly or indirectly through any other person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through indirectly, own, manage, operate, or be connected as an officer, employee, partner, director, shareholder, adviser or, financially or otherwise, with anyone else in the conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and venue as defined herein (hereinafter referred to as "Unenforceable"), (ii) the states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the term of EMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the Employment Agreement difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other Person engage in” shall includerelief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4, including without limitation, any direct or indirect ownership or profit participation interest attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such enterprise, whether as an owner, stockholder, member, partner, joint venturer proceedings or otherwise, and litigation. If EMPLOYEE shall include any direct or indirect participation prevail in such enterprise as an employeeproceedings or litigations, consultantthen COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, directorincluding without limitation, officer attorneys fees. Any such attorneys fees shall be calculated on a time and charges basis. If any provision hereunder shall be deemed to be contrary to law, the remainder of this provision shall constitute the agreement between the parties. Anything to the contrary, notwithstanding, this Paragraph 5 shall survive the termination or licensor of intellectual property. For purposes earlier cancellation of this Agreement, “Restricted Area” means anywhere . EMPLOYEE can own up to five (5%) percent of the stock of publicly traded transportation companies as a passive investor but shall take no part in the United States and elsewhere in the world where the Protected Companies engage in businessmanagement or direction of such companies. Additionally, includingEMPLOYEE shall be paid seventy-five (75%) percent of base salary paid quarterly, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of his service under this Agreement, “Competing Business” means Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a person position with another firm or entity that institution or is engaged in designing, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold retained as a consultant by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing bodyCOMPANY.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his Executive’s employment with the CompanyCompany and/or its Affiliates and their predecessors, its subsidiaries and/or their predecessors (the “Protected Companies”), he she has become familiar, or will become familiar, with the Protected CompaniesCompany’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information Confidential Information concerning the Protected Companies Company, its Affiliates and their respective predecessors and that his Executive’s services have been and will be of special, unique and extraordinary value to the Protected CompaniesCompany and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies Company or any of its Affiliates during the Restricted Periodtwelve months following the Severance Date, it would be very difficult for the Executive not to rely on or use the Protected CompaniesCompany’s and its Affiliates’ trade secrets and confidential informationConfidential Information. Thus, to avoid the inevitable disclosure of the Protected CompaniesCompany’s and its Affiliates’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Protected CompaniesCompany’s and its Affiliates’ relationships and goodwill with customers, during the Restricted PeriodPeriod of Employment and for a period of twelve months after the Severance Date, the Executive will not directly or indirectly through any other person Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or officer, licensor of intellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date)technology or otherwise. For purposes of this Agreement, “Competing Business” means a person Person anywhere in the continental United States and elsewhere in the world where the Company and its Affiliates engage in business, or entity reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that is engaged in designingat any time during Initial Initial the Period of Employment has competed, manufacturingor at any time during the twelve month period following the Severance Date competes, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by with the Company or any of its subsidiariesAffiliates in the provision of travel services, or those categories of products which including, without limitation, travel services related to the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, cruise ship industry (the “Restricted Period” means the period of employment through and including twelve (12) months after the termination dateBusiness”). Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing bodycorporation.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course As a material part of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in -------------------------- consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for the Executive not to rely on or use the Protected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships and goodwill with customers, during the Restricted Period, the Executive will not directly or indirectly through any other person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through indirectly, own, manage, operate, or be connected as an officer, employee, partner, director, shareholder, adviser or, financially or otherwise, with anyone else in the conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and venue as defined herein (hereinafter referred to as "Unenforceable"), (ii) the states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the term of EMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other Person engage in” shall includerelief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4, including without limitation, any direct or indirect ownership or profit participation interest attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such enterprise, whether as an owner, stockholder, member, partner, joint venturer proceedings or otherwise, and litigation. If EMPLOYEE shall include any direct or indirect participation prevail in such enterprise as an employeeproceedings or litigations, consultantthen COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, directorincluding without limitation, officer attorneys fees. Any such attorneys fees shall be calculated on a time and charges basis. If any provision hereunder shall be deemed to be contrary to law, the remainder of this provision shall constitute the agreement between the parties. Anything to the contrary, notwithstanding, this Paragraph 5 shall survive the termination or licensor of intellectual property. For purposes earlier cancellation of this Agreement, “Restricted Area” means anywhere . EMPLOYEE can own up to five (5%) percent of the stock of publicly traded transportation companies as a passive investor but shall take no part in the United States and elsewhere in the world where the Protected Companies engage in businessmanagement or direction of such companies. Additionally, includingEMPLOYEE shall be paid seventy-five (75%) percent of base salary paid quarterly, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of his service under this Agreement, “Competing Business” means Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a person position with another firm or entity that institution or is engaged in designing, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold retained as a consultant by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing bodyCOMPANY.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its the Asset Management Company, their respective subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for the Executive not to rely on or use the Protected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships and goodwill with customers, during the Restricted Period, the Executive will not directly or indirectly through any other person Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or licensor of intellectual propertytechnology. For purposes of this Agreement, “Restricted Area” means anywhere in the United States States, Bermuda and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date Severance Date (provided that as of the termination dateSeverance Date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination dateSeverance Date). For purposes of this Agreement, “Competing Business” means a person or entity Person that is engaged in designingat any time during the Period of Employment has competed, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which time during the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after month period following the termination date. Nothing herein shall prohibit Severance Date begins competing with the Executive from being a passive owner of not more than two percent (2%) of Protected Companies anywhere in the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation Restricted Area and in the business of such Person (i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) reinsuring closed blocks of existing fixed annuity business, (iii) managing investments held by ceding companies pursuant to funds withheld coinsurance contracts with its affiliates, (iv) managing investments in the life insurance industry, or (v) any significant business conducted by the Protected Companies as of the Severance Date and does not have any significant business the right to elect or appoint a member to such Person’s board of directors or comparable governing body.Protected Companies conduct in the twelve (12) month

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that information, including (a) the Confidential Information, the Executive has acquired and will acquire during the course value of the Executive’s employment may enable consideration received directly or indirectly by him pursuant to the Executive to irreparably injure Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company if the Executive should engage in unfair competition. The purpose is a part of the provisions of this Section 10(d) is to protect consideration which the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which Investors are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, receiving in the course of his employment with the Company, its subsidiaries and/or their predecessors Stock Purchase Agreement and (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies Company or any of its Affiliates during the Restricted Period, it would be very difficult impossible for the Executive not to disclose, rely on on, or use the Protected CompaniesCompany’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure of and/or use of, the Protected CompaniesCompany’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information, and to protect such trade secrets the Company’s and confidential information and the Protected Companiesits Affiliates’ legitimate business interests, relationships and goodwill with customersgoodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not not, and should be enjoined (if necessary) from directly or indirectly through any other person Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing BusinessBusiness (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or officer, licensor of intellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date)technology or otherwise. For purposes of this Agreement, “Competing Business” means a person or entity Person anywhere in the continental United States and Canada (the “Restricted Area”) that is engaged in designingat any time during the Period of Employment, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which and time during the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation Period engages in the business of such Person operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and does not have related items. The parties hereto agree that the right Company intends to elect or appoint a member to such Person’s board of directors or comparable governing body.engage in business throughout the Restricted Area,

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, Company and/or its subsidiaries and/or Affiliates and their predecessors (the “Protected Companies”including Regent for these purposes), he has become familiar, or will become familiar, with the Protected CompaniesCompany’s and its Affiliates’ and their predecessors’(including Regent for these purposes) trade secrets and with other confidential and proprietary information Confidential Information concerning the Protected Companies Company, its Affiliates and their respective predecessors (including Regent for these purposes) and that his services have been and will be of special, unique and extraordinary value to the Protected CompaniesCompany and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies Company or any of its Affiliates during the Restricted Periodtwelve (12) months following the Severance Date, it would be very difficult for the Executive not to rely on or use the Protected CompaniesCompany’s and its Affiliates’ trade secrets and confidential informationConfidential Information. Thus, to avoid the inevitable disclosure of the Protected CompaniesCompany’s and its Affiliates’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Protected CompaniesCompany’s and its Affiliates’ relationships and goodwill with customers, during the Restricted PeriodPeriod of Employment and for a period of twelve (12) months after the Severance Date, the Executive will not directly or indirectly through any other person Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or officer, licensor of intellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date)technology or otherwise. For purposes of this Agreement, “Competing Business” means a person Person anywhere in the continental United States and elsewhere in the world where the Company and its Affiliates engage in business, or entity reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that is engaged in designingat any time during the Period of Employment has competed, manufacturingor at any time during the twelve (12) month period following the Severance Date competes, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by with the Company or any of its subsidiaries, or those categories of products which Affiliates in the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, passenger ship cruise ship industry (the “Restricted Period” means the period of employment through and including twelve (12) months after the termination dateBusiness”). Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing bodycorporation.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course As a material part of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for the Executive not to rely on or use the Protected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships and goodwill with customers, during the Restricted Period, the Executive will not directly or indirectly through any other person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes -------------------------- of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through indirectly, own, manage, operate, or be connected as an officer, employee, partner, director, shareholder, adviser or, financially or otherwise, with anyone else in the conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and venue as defined herein (hereinafter referred to as "Unenforceable"), (ii) the states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the term of EMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other Person engage in” shall includerelief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4, including without limitation, any direct or indirect ownership or profit participation interest attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such enterprise, whether as an owner, stockholder, member, partner, joint venturer proceedings or otherwise, and litigation. If EMPLOYEE shall include any direct or indirect participation prevail in such enterprise as an employeeproceedings or litigations, consultantthen COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, directorincluding without limitation, officer attorneys fees. Any such attorneys fees shall be calculated on a time and charges basis. If any provision hereunder shall be deemed to be contrary to law, the remainder of this provision shall constitute the agreement between the parties. Anything to the contrary, notwithstanding, this Paragraph 5 shall survive the termination or licensor of intellectual property. For purposes earlier cancellation of this Agreement, “Restricted Area” means anywhere . EMPLOYEE can own up to five (5%) percent of the stock of publicly traded transportation companies as a passive investor but shall take no part in the United States and elsewhere in the world where the Protected Companies engage in businessmanagement or direction of such companies. Additionally, includingEMPLOYEE shall be paid seventy-five (75%) percent of base salary paid quarterly, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of his service under this Agreement, “Competing Business” means Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a person position with another firm or entity that institution or is engaged in designing, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold retained as a consultant by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing bodyCOMPANY.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the The Executive acknowledges that, in the course of his her employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his her services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for the Executive not to rely on or use the Protected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships and goodwill with customers, during the Restricted Period, the Executive will not directly or indirectly through any other person -Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, of any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer or licensor of intellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of this Agreement, “Competing Business” means a person or entity that is engaged in designing, manufacturing, marketing, distributing or selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” means the period of employment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such Person and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing body.