Common use of Competition; Confidential Information Clause in Contracts

Competition; Confidential Information. (a) During the term of this Agreement, the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than one (1%) percent of any publicly traded corporation, whether or not such corporation is deemed to be a competing business. For the purposes of this Agreement, a “competing business” shall be any business which is a significant competitor of the Company or any of its subsidiaries, or which the Company reasonably determines may become a significant competitor, unless the Executive’s primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company or any of its subsidiaries is conducting business. (b) If the Executive engages in any activity described in Section 8(a) or, breaches Section 8(c), or solicits (as defined below) any employee of the Company or any of its subsidiaries after the Date of Termination and during the period in which he is receiving payments pursuant to Section 4(a)(i) (any such event a “Forfeiture Event”), then all such payments shall immediately cease, the Executive shall forfeit his rights under Section 4 of this Agreement and all outstanding Equity Awards shall terminate and cease to be exercisable as of such date. In addition, the Executive shall remit to the Company in cash an amount equal to the income recognized on the exercise of any stock options during the 90-day period prior to Forfeiture Event. For purposes of this Agreement, “solicit” shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any employee of the Company or any of its subsidiaries, in any manner, to resign from the Company or to apply for or accept employment with any person or entity. For purposes of implementing this provision, the Executive shall notify the Company in advance of undertaking any employment, consulting or other relationship with any business during the eighteen-month period after the Date of Termination. This Section 8(b) shall cease to apply upon the occurrence of a Change in Control. (c) The Executive hereby acknowledges that, as an employee of the Company, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit of the Company only and shall not at any time, directly or indirectly, during the term of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. (d) Any termination of the Executive’s employment or of this Agreement shall have no effect on the continuing operation of this Section 8. (e) The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 8(a), (b) or (c). The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such provisions, and to specific performance of each of the terms thereof in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Section 8, raise the defense that the Company has an adequate remedy at law. (f) The terms and provisions of this Section 8 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. The parties hereto acknowledge that the potential restrictions on the Executive’s future employment imposed by this Section 8 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 8 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (g) The parties acknowledge that this Agreement would not have been entered into and the benefits described in Sections 2 or 4 would not have been promised in the absence of the Executive’s promises under this Section 8.

Competition; Confidential Information. (a) During the term Agreement Term and for the eighteen month period following a termination of this Agreementthe Executive’s employment that entitles the Executive to a lump sum payment pursuant to Section 4(a)(i) or Section 4(d) (the “Restricted Period”), the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than one (1%) percent of any publicly traded corporation, whether or not such corporation is deemed to be a competing business. For the purposes of this Agreement, a “competing business” shall be any business which is a significant competitor of the Company or any of its subsidiaries, or which the Company reasonably determines may become a significant competitor, unless the Executive’s primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company or any of its subsidiaries is conducting business. This Section 8(a) shall cease to apply upon the occurrence of a Change in Control. (b) If During the Executive engages in any activity described in Section 8(a) or, breaches Section 8(c), or solicits (as defined below) any employee of the Company or any of its subsidiaries after the Date of Termination and during the period in which he is receiving payments pursuant to Section 4(a)(i) (any such event a “Forfeiture Event”), then all such payments shall immediately ceaseRestricted Period, the Executive shall forfeit his rights under Section 4 of this Agreement and all outstanding Equity Awards shall terminate and cease to be exercisable as of such date. In additionnot, directly or indirectly, either for Executive’s own benefit or purpose or for the Executive shall remit to the Company in cash an amount equal to the income recognized on the exercise benefit or purpose of any stock options during other person, employ, or offer to employ, call on, or actively interfere with the 90-day period prior to Forfeiture Event. For purposes of this Agreement, “solicit” shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any employee of the Company or any of its subsidiaries, in any manner, to resign from the Company or to apply for or accept employment with any person or entity. For purposes of implementing this provision, the Executive shall notify the Company in advance of undertaking any employment, consulting or other Company’s relationship with any business during Covered Employee, provided that this Section 8(b) shall not prohibit general solicitations in the eighteen-month period after form of classified advertisements or the Date of Terminationlike in newspapers, on the internet, or in other media. This Section 8(b) shall cease to apply upon the occurrence of a Change in Control. (c) The Executive hereby acknowledges that. For purposes of this Agreement, as “Covered Employee” means an employee of the Company, he will be making use of, acquiring and adding to confidential information of Company who was a special and unique nature and value relating to the Company and its strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit vice president or more senior officer of the Company only and shall not at any time, directly or indirectly, during as of the term of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. (d) Any termination date of the Executive’s termination of employment or of this Agreement shall have no effect on with the continuing operation of this Section 8Company. (e) The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 8(a), (b) or (c). The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such provisions, and to specific performance of each of the terms thereof in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Section 8, raise the defense that the Company has an adequate remedy at law. (f) The terms and provisions of this Section 8 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. The parties hereto acknowledge that the potential restrictions on the Executive’s future employment imposed by this Section 8 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 8 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (g) The parties acknowledge that this Agreement would not have been entered into and the benefits described in Sections 2 or 4 would not have been promised in the absence of the Executive’s promises under this Section 8.

Competition; Confidential Information. (a) During the term Agreement Term and for the eighteen month period following a termination of this Agreementthe Executive’s employment that entitles the Executive to a lump sum payment pursuant to Section 4(a)(i) or Section 4(d) (the “Restricted Period”), the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than one (1%) percent % of any publicly traded corporation, whether or not such corporation is deemed to be a competing business. For the purposes of this Agreement, a “competing business” shall be any business which is a significant competitor of the Company or any of its subsidiaries, or which the Company reasonably determines may become a significant competitor, unless the Executive’s primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company or any of its subsidiaries is conducting business. This Section 8(a) shall cease to apply upon the occurrence of a Change in Control. (b) If During the Executive engages in any activity described in Section 8(a) or, breaches Section 8(c), or solicits (as defined below) any employee of the Company or any of its subsidiaries after the Date of Termination and during the period in which he is receiving payments pursuant to Section 4(a)(i) (any such event a “Forfeiture Event”), then all such payments shall immediately ceaseRestricted Period, the Executive shall forfeit his rights under Section 4 of this Agreement and all outstanding Equity Awards shall terminate and cease to be exercisable as of such date. In additionnot, directly or indirectly, either for Executive’s own benefit or purpose or for the Executive shall remit to the Company in cash an amount equal to the income recognized on the exercise benefit or purpose of any stock options during other person, employ, or offer to employ, call on, or actively interfere with the 90-day period prior to Forfeiture Event. For purposes of this Agreement, “solicit” shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any employee of the Company or any of its subsidiaries, in any manner, to resign from the Company or to apply for or accept employment with any person or entity. For purposes of implementing this provision, the Executive shall notify the Company in advance of undertaking any employment, consulting or other Company’s relationship with any business during Covered Employee, provided that this Section 8(b) shall not prohibit general solicitations in the eighteen-month period after form of classified advertisements or the Date of Terminationlike in newspapers, on the internet, or in other media. This Section 8(b) shall cease to apply upon the occurrence of a Change in Control. (c) The Executive hereby acknowledges that. For purposes of this Agreement, as “Covered Employee” means an employee of the Company, he will be making use of, acquiring and adding to confidential information of Company who was a special and unique nature and value relating to the Company and its strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit vice president or more senior officer of the Company only and shall not at any time, directly or indirectly, during as of the term of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. (d) Any termination date of the Executive’s termination of employment or of this Agreement shall have no effect on with the continuing operation of this Section 8Company. (e) The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 8(a), (b) or (c). The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such provisions, and to specific performance of each of the terms thereof in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Section 8, raise the defense that the Company has an adequate remedy at law. (f) The terms and provisions of this Section 8 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. The parties hereto acknowledge that the potential restrictions on the Executive’s future employment imposed by this Section 8 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 8 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction. (g) The parties acknowledge that this Agreement would not have been entered into and the benefits described in Sections 2 or 4 would not have been promised in the absence of the Executive’s promises under this Section 8.