Common use of Noncompetition Agreement Clause in Contracts

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company are national in scope, and that the Company operates in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the Company, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates as of the date of termination of the Executive's employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination by the Company of the Executive's employment due to a disability, the Executive shall no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will no longer qualify for payments pursuant to Section 9(a)).

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company are national in scope, and that the Company operates in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the Company, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's ’s voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates Affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "“Competitive Business" ” (as defined below). "“Competitive Business" ” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employsemploying, contracts contracting or consults consulting with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates Affiliates as of the date of termination of the Executive's ’s employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's ’s employment for Cause hereunder, upon termination of the Executive's ’s employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates Affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination by the Company of the Executive's ’s employment due to a disability, the Executive shall may elect in writing to no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will upon such election shall no longer qualify for payments pursuant to Section 9(a)).

Noncompetition Agreement. The Executive acknowledges and agrees that Without the insurance business and operations prior written consent of the Company, Executive shall not, for so long as he is employed by Employer and thereafter for a period of two (2) years, directly or indirectly, either as an individual, a partner or a joint venturer, or in any other capacity, in the continental United States, (i) invest (other than investments in publicly-owned companies which constitute not more than 1% of the voting securities of any such company) or engage in any business that is competitive with the business of Company, (ii) accept employment with or render services to a competitor of Company are national in scopeas a director, and officer, agent, employee or consultant, (iii) contact, solicit or attempt to solicit or accept business from any (a) customers of Company with respect to products that Company offers now or anytime during the Executive’s employment with the Company operates in multiple locations and or (b) person or entity whose business segments in Company is soliciting with respect to products that Company offers now or anytime during the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his Executive’s employment with the Company, or (iv) take any action inconsistent with the fiduciary relationship of Executive and for a period Company. Executive expressly agrees that the scope of eighteen (18) months following Company’s trade area presently encompasses the continental United States and that the restrictions contained herein are reasonable under the circumstances. A business shall be competitive with that of Company if such business involves primarily the design, manufacturing or marketing of any fashion accessories, including but not limited to, watches, handbags, belts, sunglasses, small leather goods, or any other product that is designed, manufactured or marketed by Company at the time of termination of such Executive’s employment for any reason (whether termination occurs duringby the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; however, upon expiration Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall and not directly or indirectly compete with the business in derogation of the Company or its affiliates by becoming a shareholderprovisions of this Section 4, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) Executive agree that in the event a court should decline to enforce any other material business terms of any of the Company or any of its affiliates as of the date of termination of the Executive's employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) provisions of this Section 7(a)4, and (B) in the event of termination by that Section 4 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company of the Executive's employment due to a disability, the Executive shall no longer be subject to the restrictions maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, in (1) and (2) no event shall the provisions of this Section 7(a) (but will no longer qualify for payments pursuant 4 be deemed to Section 9(a))be more restrictive to Executive than those contained herein.

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company are national in scope, and that the Company operates in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement the foregoing, Employee hereby agrees that, during the period commencing as of the last day of the Employment Term (the "Termination Date") and ending as of the equity interests being made available to first anniversary of the Executive hereunderTermination Date, in the Executive covenants and agrees that during his employment with areas within a 200 mile radius of (i) Houston, Texas, (ii) New Orleans, Louisiana, or (iii) any other city in which the CompanyCompany has an office on the Termination Date, and for businesses related to the oil and gas industry (the "Relevant Geographic Area") Employee will not (a) accept employment or render service to any person that is engaged in a period business directly competitive with the business then engaged in by the Company or any of eighteen its affiliates, (18b) months following the termination of such enter into or take part in or lend Employee's name as principal, director, officer, executive, independent contractor, partner or advisor, or accept employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall not directly or indirectly compete purpose that would be competitive with the business of the Company or its affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates or (c) ending as of the date of termination second anniversary of the Executive's employmentTermination Date, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee to leave the Company for any reason whatsoever (all of the foregoing activities are collectively referred to as the "Prohibited Activity"); provided, however, Employee may serve as a director of a business that is competitive with the Company in the Relevant Geographic Area, if Employee and such business agree that Employee cannot and will not act as a director or otherwise advise that business on any matter involving the Relevant Geographic Area. In the event that It shall not be considered a violation of this paragraph shall be determined by any court of competent jurisdiction Agreement for Employee to be unenforceable a passive investor in part by reason of its being too great a period of time or covering too great a geographical area, it shall any enterprise that might be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or viewed as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board competitor of the Company) and . In addition to all other remedies at law or in connection therewith execute a release, in form acceptable to the Company, equity which releases the Company and its affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 may have for breach of a provision of this AgreementParagraph 13, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) it is agreed that in the event of termination any breach or attempted or threatened breach of any such provision, the Company shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Paragraph 13 should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable law, Employee and the Company agree that such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by the applicable law. Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Paragraph 13 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE ANN. ss.ss. 15.50-15.52, or any suxxxssox xxxvisions; (ii) the consideration provided by the Company under this agreement is not illusory; and (iii) the consideration given by the Company under this agreement gives rise to the Company's interest in restraining and prohibiting Employee from engaging in the Prohibited Activity within the Relevant Geographic Area as provided under this Paragraph 13, and Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Area pursuant to this Paragraph 13 is designed to enforce Employee's consideration (or return promises). Moreover, Employee agrees and acknowledges that Employee's providing services in the Relevant Geographic Area for a competitor of the ExecutiveCompany would be detrimental to the Company and, consequently, acknowledges that the geographic and business parameters of Employee's employment due agreement not to compete are justified and not overly broad. If the Company initiates a disabilityjudicial proceeding against Employee to enforce this Paragraph 13 and the Company does not prevail in whole or part, the Executive Company shall no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will no longer qualify for payments pursuant to Section 9(a))pay Employee's reasonable attorney's fees.

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company and its Affiliates are national international in scope, and that the Company operates and its Affiliates operate in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the CompanyCompany and its Affiliates, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or the Executive's ’s voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates Affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "“Competitive Business" ” (as defined below). "“Competitive Business" ” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance and reinsurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates Affiliates as of the date of termination of the Executive's ’s employment. In the event that this paragraph 7 shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's ’s employment for Cause hereunder, upon termination of the Executive's ’s employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates Affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination by the Company of the Executive's ’s employment due to a disability, the Executive shall no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will no longer qualify for payments pursuant to Section 9(a)).