Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. The Executive agrees that during his employment by Holding Co. (and for any period thereafter as provided below), he shall not within the United States (i) engage, directly or indirectly, whether as an employee, officer, director, consultant or otherwise, in any activity that competes with Holding Co. or any of its affiliates in the business of insurance; (ii) solicit, directly, or indirectly, whether as an employee, officer, director, consultant or otherwise, any person or entity which is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year period, to divert their business to any entity other than Holding Co. and/or its affiliates; (iii) solicit for employment, engage and/or hire, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant; and/or (iv) encourage or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If the Executive’s employment with Holding Co. is terminated by the Executive other than for good reason pursuant to paragraph 6.d, before the date on which the Term would have otherwise ended, then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the date on which the Term would have otherwise ended. If the Executive’s employment with Holding Co. is terminated for cause pursuant to paragraph 6.c., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d through the longer of (A) one year following such termination of employment, or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salary, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.g., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during his the Term of the Executive’s employment by Holding Co. (hereunder and for any a period thereafter as provided below)of one (1) year thereafter, he Executive shall not within the United States (i) engagenot, directly or indirectly: (i) own any interest in, whether operate, join, control or participate as an employee, officera partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or otherwise, perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in any activity that competes with Holding Co. which the Company or any of its affiliates in subsidiaries is then engaged or, to the business then existing knowledge of insurancethe Executive, proposes to engage; (ii) solicit, directly, solicit any customer or indirectly, whether as an employee, officer, director, consultant client of the Company or otherwise, any person of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or entity which any of its subsidiaries is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year periodengaged or, to divert their business the then existing knowledge of the Executive, proposes to any entity other than Holding Co. and/or its affiliatesengage; or (iii) solicit induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for employmentthe protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, engage and/or hire, whether directly or indirectlynotwithstanding the foregoing, any person who is then employed by Holding Co. and/or its affiliates of the provisions of this Section 6.1 or engaged by Holding Co. and/or its affiliates as an independent contractor any parts hereof shall be held to be invalid or consultant; and/or (iv) encourage unenforceable, the remaining provisions or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If the Executive’s employment with Holding Co. is terminated by the Executive other than for good reason pursuant to paragraph 6.d, before the date on which the Term would have otherwise ended, then the Executive parts hereof shall nevertheless continue to be subject valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions contained in this paragraph 7.d. through such regard, and the date on which provisions of the Term would have otherwise ended. If the Executive’s employment with Holding Co. is terminated for cause pursuant to paragraph 6.c., then the Executive Restrictive Covenant shall continue to be subject remain enforceable to the restrictions contained in this paragraph 7.d through the longer of (A) one year following fullest extent deemed reasonable by such termination of employment, or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salary, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.gcourt., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during his the Term of the Executive’s employment by Holding Co. (hereunder and for any a period thereafter as provided below)of one (1) year thereafter, he Executive shall not within the United States (i) engagenot, directly or indirectly: (i) own any interest in, whether operate, join, control or participate as an employee, officera partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or otherwise, perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in any activity that competes with Holding Co. which the Company or any of its affiliates in subsidiaries is then engaged or, to the business then existing knowledge of insurancethe Executive, proposes to engage; (ii) solicit, directly, solicit any customer or indirectly, whether as an employee, officer, director, consultant client of the Company or otherwise, any person of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or entity which any of its subsidiaries is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year periodengaged or, to divert their business the then existing knowledge of the Executive, proposes to any entity other than Holding Co. and/or its affiliatesengage; or (iii) solicit induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for employmentthe protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, engage and/or hire, whether directly or indirectlynotwithstanding the foregoing, any person who is then employed by Holding Co. and/or its affiliates of the provisions of this Section 6.1 or engaged by Holding Co. and/or its affiliates as an independent contractor any parts hereof shall be held to be invalid or consultant; and/or (iv) encourage unenforceable, the remaining provisions or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If the Executive’s employment with Holding Co. is terminated by the Executive other than for good reason pursuant to paragraph 6.d, before the date on which the Term would have otherwise ended, then the Executive parts hereof shall nevertheless continue to be subject valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions contained in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court. The portion of the payments set forth in Section 5.5 that is allocable to the value of the non-compete provisions set forth in this paragraph 7.d. through the date on which the Term would have otherwise ended. If the Executive’s employment Section 6.1 shall be determined consistent with Holding Co. is terminated for cause pursuant to paragraph 6.c., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d through the longer of (A) one year following such termination of employment, or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salarySection 1.280G-1 Q/A 9, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during 40-44 of the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.gTreasury Regulations., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during his the Term of the Executive's employment by Holding Co. (hereunder and for any a period thereafter as provided below)of one (1) year thereafter, he Executive shall not within the United States (i) engagenot, directly or indirectly: (i) own any interest in, whether operate, join, control or participate as an employee, officera partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or otherwise, perform any services for any entity (each a "Competing Entity") which has material operations which compete with any business in any activity that competes with Holding Co. which the Company or any of its affiliates in subsidiaries is then engaged or, to the business then existing knowledge of insurancethe Executive, proposes to engage; (ii) solicit, directly, solicit any customer or indirectly, whether as an employee, officer, director, consultant client of the Company or otherwise, any person of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or entity which any of its subsidiaries is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year periodengaged or, to divert their business the then existing knowledge of the Executive, proposes to any entity other than Holding Co. and/or its affiliatesengage; or (iii) solicit induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the "Restrictive Covenant." The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for employmentthe protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive's agreement to the foregoing. In the event that, engage and/or hire, whether directly or indirectlynotwithstanding the foregoing, any person who is then employed by Holding Co. and/or its affiliates of the provisions of this Section 6.1 or engaged by Holding Co. and/or its affiliates as an independent contractor any parts hereof shall be held to be invalid or consultant; and/or (iv) encourage unenforceable, the remaining provisions or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If the Executive’s employment with Holding Co. is terminated by the Executive other than for good reason pursuant to paragraph 6.d, before the date on which the Term would have otherwise ended, then the Executive parts hereof shall nevertheless continue to be subject valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions contained in this paragraph 7.d. through such regard, and the date on which provisions of the Term would have otherwise ended. If the Executive’s employment with Holding Co. is terminated for cause pursuant to paragraph 6.c., then the Executive Restrictive Covenant shall continue to be subject remain enforceable to the restrictions contained in this paragraph 7.d through the longer of (A) one year following fullest extent deemed reasonable by such termination of employment, or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salary, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.gcourt., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during his the Term of the Executive’s employment by Holding Co. (hereunder and for any a period thereafter as provided below)of one (1) year thereafter, he Executive shall not within the United States (i) engagenot, directly or indirectly: (i) own any interest in, whether operate, join, control or participate as an employee, officera partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or otherwise, perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in any activity that competes with Holding Co. which the Company or any of its affiliates in subsidiaries is then engaged or, to the business then existing knowledge of insurancethe Executive, proposes to engage; (ii) solicit, directly, solicit any customer or indirectly, whether as an employee, officer, director, consultant client of the Company or otherwise, any person of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or entity which any of its subsidiaries is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year periodengaged or, to divert their business the then existing knowledge of the Executive, proposes to any entity other than Holding Co. and/or its affiliatesengage; or (iii) solicit induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that she has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for employmentthe protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, engage and/or hire, whether directly or indirectlynotwithstanding the foregoing, any person who is then employed by Holding Co. and/or its affiliates of the provisions of this Section 6.1 or engaged by Holding Co. and/or its affiliates as an independent contractor any parts hereof shall be held to be invalid or consultant; and/or (iv) encourage unenforceable, the remaining provisions or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If the Executive’s employment with Holding Co. is terminated by the Executive other than for good reason pursuant to paragraph 6.d, before the date on which the Term would have otherwise ended, then the Executive parts hereof shall nevertheless continue to be subject valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions contained in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court. The portion of the payments set forth in Section 5.5 that is allocable to the value of the non-compete provisions set forth in this paragraph 7.d. through the date on which the Term would have otherwise ended. If the Executive’s employment Section 6.1 shall be determined consistent with Holding Co. is terminated for cause pursuant to paragraph 6.c., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d through the longer of (A) one year following such termination of employment, or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salarySection 1.280G-1 Q/A 9, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during 40-44 of the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.gTreasury Regulations., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during his the Term of the Executive's employment by Holding Co. (hereunder and for any a period thereafter as provided below)of one (1) year thereafter, he Executive shall not within the United States (i) engagenot, directly or indirectly: (i) own any interest in, whether operate, join, control or participate as an employee, officera partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or otherwise, perform any services for any entity (each a "Competing Entity") which has material operations which compete with any business in any activity that competes with Holding Co. which the Company or any of its affiliates in subsidiaries is then engaged or, to the business then existing knowledge of insurancethe Executive, proposes to engage; (ii) solicit, directly, solicit any customer or indirectly, whether as an employee, officer, director, consultant client of the Company or otherwise, any person of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or entity which any of its subsidiaries is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year periodengaged or, to divert their business the then existing knowledge of the Executive, proposes to any entity other than Holding Co. and/or its affiliatesengage; or (iii) solicit induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the "Restrictive Covenant." The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1., including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for employmentthe protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement or agreed to grant the Executive the stock option pursuant to Section 4.7 herein absent Executive's agreement to the foregoing. In the event that, engage and/or hire, whether directly or indirectlynotwithstanding the foregoing, any person who is then employed by Holding Co. and/or its affiliates of the provisions of this Section 6.1. or engaged by Holding Co. and/or its affiliates as an independent contractor any parts hereof shall be held to be invalid or consultant; and/or (iv) encourage unenforceable, the remaining provisions or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If the Executive’s employment with Holding Co. is terminated by the Executive other than for good reason pursuant to paragraph 6.d, before the date on which the Term would have otherwise ended, then the Executive parts hereof shall nevertheless continue to be subject valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1. relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions contained in this paragraph 7.d. through such regard, and the date on which provisions of the Term would have otherwise ended. If the Executive’s employment with Holding Co. is terminated for cause pursuant to paragraph 6.c., then the Executive Restrictive Covenant shall continue to be subject remain enforceable to the restrictions contained in this paragraph 7.d through the longer of (A) one year following fullest extent deemed reasonable by such termination of employment, or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salary, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.gcourt., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.

Non-Competition; Non-Solicitation. The In view of the unique and valuable services it is expected Executive will render to the Company, Executive’s knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that he will not, during his employment the period he is employed by Holding Co. (the Company under this Agreement or otherwise, and for a period of one year after he ceases to be employed by the Company under this Agreement or otherwise, compete with or be engaged in, or Participate In (as defined below) any other business or organization (which shall not include a university, hospital, or other non-profit organization) which during such one year period thereafter is or as provided belowa result of the Executive’s engagement or participation would become competitive with the Company’s business of designing, developing, manufacturing, marketing and selling septal repair devices or other medical devices being designed, developed, manufactured, marketed or sold by the Company up to the time of such cessation; provided, however, that the provisions of this Section 8 shall not be deemed breached merely because the Executive owns less than 1% of the outstanding capital stock of a corporation, if, at the time of its acquisition by the Executive such stock is listed on a national securities exchange. The term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person (including the Executive’s immediate family), he shall not within firm or corporation, own, manage, operate, control, loan money to, or participate in the United States (i) engageownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in.” The Executive will not, directly or indirectly, whether as an employeesolicit or interfere with, officer, director, consultant or otherwise, in any activity that competes with Holding Co. or endeavor to entice away from the Company any of its affiliates in suppliers, customers or employees within a period of one year after the business date of insurance; (ii) solicit, directly, or indirectly, whether as an employee, officer, director, consultant or otherwise, any person or entity which is then a customer or party to any insurance-related contract with, Holding Co. and/or its affiliates or has been a customer or supplier or such a party or solicited by Holding Co. and/or its affiliates in the preceding two-year period, to divert their business to any entity other than Holding Co. and/or its affiliates; (iii) solicit for employment, engage and/or hire, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant; and/or (iv) encourage or induce, whether directly or indirectly, any person who is then employed by Holding Co. and/or its affiliates or engaged by Holding Co. and/or its affiliates as an independent contractor or consultant to end his/her business relationship with Holding Co. and/or its affiliates. If termination of the Executive’s employment with Holding Co. is terminated (the “Termination Date”). The Executive will not directly or indirectly employ any person who was an employee of the Company within a period of one year after such person leaves the employ of the Company. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the Executive other than for good reason pursuant to paragraph 6.dextent, before the date on which the Term would have otherwise endedduration or geographical scope thereof, or otherwise, then the Executive court making such determination shall continue have the right to be subject to the restrictions contained in this paragraph 7.d. through the date on which the Term would have otherwise ended. If the Executive’s employment with Holding Co. is terminated for cause pursuant to paragraph 6.c.reduce such extent, then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d through the longer of (A) one year following such termination of employmentduration, geographical scope or (B) the period during which the Term would have otherwise continued in effect. However, during such period, the Executive will continue to be paid by the Holding Co. the Executive’s Base salaryother provisions hereof, and any guaranteed bonus, if applicable, as provided for in paragraph 4.b. The Holding Co., at its sole option, may choose to terminate said payments at any time during reduced form such restriction shall then be enforceable in the restricted period, at which time the Executive shall no longer be subject to the restrictions contained in this paragraph 7.d. If the Executive’s employment with Holding Co. is terminated under any circumstances which result in any payments provided pursuant to paragraph 6.f or 6.gmanner contemplated hereby., then the Executive shall continue to be subject to the restrictions contained in this paragraph 7.d. through the longer of (A) one year following such termination of employment, or (B) the period during which Base Salary continues to be paid to the Executive pursuant to paragraph 6.f., if applicable, or (C) two years following a termination of employment under circumstances resulting in payments provided pursuant to paragraph 6.g., if applicable. However, the Executive, at his sole option, may at any time during such period advise Holding Co. that Executive will forfeit receipt of any further payments provided pursuant to paragraph 6.f. or 6.g., at which time the Executive will no longer be subject to the restrictions contained in this paragraph 7.d.