Common use of Covenant Against Competition Clause in Contracts

Covenant Against Competition. Executive acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into this Agreement, Executive covenants and agrees that during the term of this Agreement and for two (2) years thereafter, Executive shall not, directly or indirectly, anywhere within the State of Indiana (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company or any of its subsidiaries; or (iv) solicit or attempt to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiaries, any customers or policyholders of the Company, or any of its subsidiaries; provided, however, that Executive may be a shareholder of less than five (5%) percent of the outstanding shares of voting stock of any company listed on a recognized stock exchange or traded in the NASD over-the-counter market. The covenants of Executive in this Section 15 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

Covenant Against Competition. Executive acknowledges that 4.1 As an essential consideration for the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view obligations of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into Owner under this Agreement, Executive each of the Operators hereby agrees and covenants and agrees that during that, for a period commencing on the term date of this Agreement and for two ending on the second anniversary of the respective dates of the last work performed hereunder: (2a) years thereafterwithin the Restricted Territory, Executive each of the Operators shall not, directly or indirectly, anywhere within the State of Indiana (i) render any serviceswhether as principal, as an agent, independent contractoremployee, consultant shareholder or other equity holder (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed five percent of the outstanding shares so listed), owner, investor, partner or otherwise, individually or become employed or compensated by, in association with any other corporation, person Person: (A) carry on or entity engaged in the business of selling or providing life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) engage in any manner compete with in the Company Restricted Business, (B) solicit customers of the Restricted Business, (C) become the employee of, or otherwise render services on behalf of, any Person that carries on or engages in a business similar to the Restricted Business or (D) induce or attempt to induce any customer, supplier, licensee or business relation of the Owner or any of its subsidiaries; or (iv) solicit or attempt Affiliates to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by cease doing business with the Company and its subsidiaries, any customers or policyholders of the Company, Owner or any of its subsidiariesAffiliates, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of the Owner or any of its Affiliates with the Owner or any of its Affiliates, provided that this Section 4.1(a) shall not prohibit Stockholder’s equity ownership in Horizon Maritime for so long as the Asphalt Business Limitation is satisfied; and (b) each of the Operators shall not, directly or indirectly, either for himself or any other Person, (A) solicit or induce or attempt to solicit or induce any employee of or independent contractor providing services to the Owner or any of its Affiliates to leave the employ of or to cease providing services to the Owner or any of its Affiliates, (B) in any way interfere with the relationship between the Owner or any of its Affiliates and any employee of or independent contractor providing services to the Owner or any of its Affiliates or (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Owner or any of its Affiliates or any independent contractor of Owner or any of its Affiliates who had been an employee of any Operator or its Affiliates. 4.2 Any dispute, controversy or claim arising out of or in connection with this Article IV, including the alleged breach of Section 4.1 or a challenge to its validity or enforceability, shall be settled exclusively by final and binding arbitration in Tarrant County, Texas, administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the AAA; provided, however, that Executive nothing herein is or shall be deemed to preclude Buyer’s resort to the interim relief prescribed in Section 4.3, below. The arbitrator(s) shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrator(s) within thirty days following receipt by one party of the other party’s Notice of desire to arbitrate, the arbitrator(s) shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing, except that, if the parties fail to select arbitrator(s) from one or more panels, AAA shall not have the power to make appointment(s) but shall continue to submit additional panels until arbitrator(s) have been selected. The jurisdiction of the arbitrator(s) and the arbitrability of any claim, defense, issue or objection raised by any party shall be decided by the arbitrator(s) in the first instance. Judgment on the award entered by the arbitrator(s) may be a shareholder of less than five (5%) percent entered by any court having jurisdiction thereof. All aspects of the outstanding shares arbitration and matters subject thereto shall remain confidential. The parties will each bear their own attorneys’ fees and costs in connection with any dispute or controversy, except as provided in Section 4.3, below. 4.3 In the event of voting stock a breach or threatened breach by any of the Operators of any company listed on a recognized stock exchange or traded of the provisions of this Article IV, the Owner shall have the right to seek interim relief from AAA pursuant to the Optional Rules for Emergency Measures of Protection contained in the NASD over-the-counter marketCommercial Arbitration Rules of the AAA (including the arbitrator selection procedures provided for in such Optional Rules for Emergency Measures of Protection, which shall govern the selection of arbitrator(s) for purposes of this Section 4.3) or from a court of competent jurisdiction. The Operators acknowledge that the Owner will suffer irreparable damage or injury not fully compensable by money damages, or the exact amount of which may be impossible to ascertain, and therefore will not have an adequate legal remedy. Accordingly, the Owner will be entitled to obtain any interim relief necessary or appropriate to prevent or curtail any such breach, threatened or actual, without the necessity of posting security or showing any actual damages or irreparable injury. Such interim relief may include, but is not limited to, (i) temporary or permanent injunctive relief for the enforcement of this Article IV, (ii) a decree for the specific performance of this Article IV or (iii) the Owner’s reasonable attorneys’ fees, costs and expenses related to such interim relief; provided, however, that the Owner agrees to pay for any Operator’s reasonable attorneys’ fees, costs and expenses related to interim relief sought by the Owner in the event that the Operators prevail and no such interim relief is granted. Such interim relief is in addition to any other rights the Owner may have, including the right to seek damages. 4.4 The Owner and each of the Operators hereby agree that this Article IV is a material and substantial part of the transactions contemplated by this Agreement. Each of the Operators further agrees and acknowledges that the covenants in Section 4.1 are reasonable with respect to their duration, scope and geographical area. 4.5 The covenants in this Article IV are severable and separate, including within provisions, subparts or portions thereof, and the unenforceability of any specific covenant, provision or subpart thereof in this Article IV is not intended by any party hereto to, and shall not, affect the provisions of any other covenant in this Article IV. If any arbitrator or panel of arbitrators, or any court pursuant to Section 4.3 above, determines that the terms, scope, time or territorial restrictions set forth in Section 4.1 are unreasonable as applied to an Operator, the parties hereto acknowledge their mutual intention and agreement that the offending provisions, subparts or portions thereof be severed and the remaining provisions and restrictions be enforced to the fullest extent permitted by law as the arbitrator(s) or court (pursuant to Section 4.3 above) deems reasonable, and thereby shall be reformed to that extent. All the covenants, provisions and subparts thereof in this Article IV are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any of the Operators against the Owner, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Owner of any covenant, provision or subpart in this Article IV. The covenants of Executive contained in this Section 15 Article IV shall not be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered affected by any restrictive covenant or provision, breach of any other provision hereof by any party hereto and shall not prevent any Operator from rendering the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law Services to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawOwner in accordance with this Agreement.

Covenant Against Competition. Executive acknowledges that the services he is (a) In order to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company induce Purchaser to enter into and perform this Agreement, Executive covenants Seller, Parent and agrees that during Greenspon each covenant and agree that, for a period of xxxx xxxrs beginning on the term Closing Date and ending on the fifth anniversary of this Agreement and the Closing Date, neither Seller, Parent nor Greenspon will, without the prior written consent of Puxxxxxxx, for two (2) years thereafterSeller's, Executive shall notParent's or Greenspon's own account or jointly with another, directly directxx xx xxxxxectly, for or indirectlyon behalf of any Person, anywhere within the State as principal, agent, shareholder, participant, partner, promoter, manager, consultant, sales representative or otherwise, except on behalf of Indiana Purchaser: (i) render any servicesengage or invest in, as an agent, independent contractor, consultant or otherwiseconsult with, or become employed own, control, manage, assist or compensated byotherwise participate in the ownership, control or management of, or render services or advise to, or lend its name to, any other corporation, person or entity business engaged in the business purchase for resale, sale or distribution within the Territory (as defined in ARTICLE 11) (which is the territorial extent of selling or providing lifethe Seller's Business on the date hereof) of heating, accident or health insurance products or services; ventilating, air conditioning and refrigeration systems and equipment ("PRODUCTS"); (ii) render any services, as an agent, independent contractor, consultant solicit or otherwise, or become employed or compensated by, any other corporation, person or entity engaged assist in the solicitation of any Person having an office or place of business of selling or providing any lending or other financial products or services that are competitive with within the lending or other financial products or services Territory and to whom Seller sold or provided by any Products on, or during the Company or its subsidiariestwo year period prior to, the date of the Closing Date, for the purpose of obtaining the patronage of such Person for the purchase of any Products; (iii) solicit or induce, or in any manner compete with assist in the Company solicitation or any of its subsidiaries; or (iv) solicit or attempt to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiariesinducement of, any customers Person employed by Purchaser after the Closing (as an employee, independent contractor or policyholders of the Companyotherwise) to leave such employment, whether or any of its subsidiariesnot such employment is pursuant to a contract and whether or not such employment is at will; provided, however, that Executive may it shall not be a violation of this clause (iii) for Seller, Parent or Greenspon to solicit any individual formerly xxxxxxxx by the Seller and who has been terminated by Purchaser after the Closing; or (iv) use, disclose or reveal to any Person, any Confidential Information of the Seller's Business; provided, however, that for purposes of this SECTION 2.3, Confidential Information shall not include confidential business information that does not constitute a trade secret under applicable Law upon the expiration of the fifth anniversary of the Closing Date; provided, further that such obligation shall continue indefinitely with respect to confidential business information that constitutes a trade secret under applicable Law. (b) Notwithstanding anything to the contrary contained herein, it shall not be a breach of the covenants contained in SECTION 2.3(a) (i) for Seller or Parent to own up to two percent (2%) of any class of publicly traded securities of any Person, (ii) for Greenspon to continue to be a shareholder of less than five (5%) percent of the outstanding shares of voting stock of any company listed on and a recognized stock exchange or traded in the NASD over-the-counter market. The covenants of Executive in this Section 15 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical areadirectxx xx Xxxent, or scope of activity covered by any restrictive covenant or provision(iii) for Parent to own and operate, the Company consistent with past practice, LDR Industries, Inc. and Executive acknowledge and agree G&S Supply Company, Inc., so long as (A) LDR Industries, Inc. limits its business activities that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.otherwise violate this SECTION

Covenant Against Competition. Executive acknowledges that the services he is to render to the Company are of a special and unusual character(a) Except as provided in Paragraph 4(e), with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into this Agreement, Executive covenants and Robinson agrees that during the term of this Agreement durxxx xxx Term and for two (2) a period of five years thereafter, Executive he shall not, without the prior written consent of Company, for his own account or jointly or in combination with another, directly or indirectly, anywhere within the State for or on behalf of Indiana any person or entity, as principal, agent or otherwise: (i) engage in, render any servicesservices to, consult with, or own, control, manage or otherwise participate in the ownership, control or management of a business (A) engaged in the manufacture, assembly, purchase for resale, sale or distribution anywhere in the world of aluminum castings and other castings produced with Lost Foam Technology ("Products") which are competitive with those manufactured, assembled, sold or distributed by the Business during the 12-month period immediately preceding the date upon which Robinson ceases to provixx xxxxxces to Company hereunder except as an agent, independent contractor, employee of or consultant or otherwiseto and on behalf of Company, or become employed (B) which utilizes, or compensated byprovides consulting, engineering or other similar services regarding, Lost Foam Technology ("Services"); or (ii) solicit, call upon, or attempt to solicit the patronage of any other corporation, person or entity engaged anywhere in the business of selling or providing lifeworld and to whom the Business sold any Products, accident or health insurance products or services; (ii) render rendered any services, as an agent, independent contractor, consultant or otherwiseServices, or become employed attempted to obtain the patronage of for any Products or compensated byServices, during the 12-month period immediately preceding the date upon which Robinson ceases to provixx services to Company hereunder, for the purpose of obtaining the patronage of any other corporation, such person or entity engaged in for the business purchase of selling or providing any lending or other financial products or services that are competitive with the lending Products or other financial products the Services, as appropriate, except as an employee of or services sold or provided by the Company or its subsidiaries, a consultant to and on behalf of Purchaser; or (iii) solicit or induce, or in any manner compete with the Company or any of its subsidiaries; or (iv) attempt to solicit or attempt to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiariesinduce, any customers individual who is employed by Company to leave such employment, whether or policyholders of the Company, or any of its subsidiaries; provided, however, that Executive may be a shareholder of less than five (5%) percent of the outstanding shares of voting stock of any company listed on a recognized stock exchange or traded in the NASD over-the-counter market. The covenants of Executive in this Section 15 shall be void and unenforceable if this Agreement not such employment is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, written contract with Company or otherwise. (b) Notwithstanding anything herein to the contrary it shall not be a breach of the covenants of Executive contained in this Section 15 Paragraph 3 for Robinson to own capital xxxxx xx other equity interests of RFI and BRI (provided that neither of them is engaged in a business which Robinson is otherwise prxxxxxxxx from engaging in pursuant to this Paragraph 3) or (with Robinson s ownership aggxxxxxxx with that of BRI, RFI and Richard H. Robinson) not xxxx xxxx xxx xxxxent (2.0%) of the capital stock or other equity interest of any entity whose shares or equity interests are publicly traded. (c) In agreeing to the terms and provisions of this Paragraph 3, Robinson acknowledges anx xxxxxx that the scope of the Business as conducted by both BRI and RFI prior to the date hereof, and as the same shall be void continued by Company from and unenforceable if after the date hereof, is world-wide as the customers of the Business engage in business on a global scale. Robinson further acknowxxxxxx xhat to meet the product and service requirements of the customers of the Business and to maintain such business, Company terminates this Agreement without cause or Employee terminates this Agreement must compete on a global scale as well. Given the requirement of customers of the Business and that Robinson is intimately fxxxxxxx with good reason. Should any particular covenant or provision and knowledgeable of the Lost Foam Technology and other confidential and proprietary business information which gives the Business a significant competitive advantage over other potential suppliers to such customers, Robinson expressly acknoxxxxxxx and agrees that the time and territorial limits to which he is agreeing are reasonable and necessary in the circumstances to protect the legitimate business interests of Company. (d) For purposes of this Section 15 be held unreasonable or contrary to public policy for any reasonAgreement, including without limitation"Lost Foam Technology" shall mean all technology, the time periodprocesses, geographical areaknow-how, or scope of activity covered by any restrictive covenant or provisiontechnical information, the Company trade secrets, procedures and Executive acknowledge other intellectual property and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law proprietary information related to the original form casting process known variously in Company's industry as "expendable pattern casting process," "evaporative pattern casting," or "lost foam casting" and shall acquired by Company from BRI and RFI, and as the same may be given effect further developed, improved and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawenhanced by Company.

Covenant Against Competition. Executive acknowledges that the services he is (a) In order to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company induce ---------------------------- Purchaser to enter into and perform this Agreement, Executive each Seller and each Xxxx Shareholder covenants and agrees that during that, for a period of five years beginning on the term Closing Date, it will not, without the prior written consent of this Agreement and Purchaser, for two (2) years thereafter, Executive shall notits own account or jointly with another, directly or indirectly, anywhere within the State for or on behalf of Indiana any Person, as principal, agent, shareholder, participant, partner, promoter, manager, consultant, sales representative, employee or otherwise, except on behalf of Purchaser: (i) render any servicesengage or invest in, as an agent, independent contractor, consultant or otherwiseconsult with, or become employed own, control, manage, assist or compensated byotherwise participate in the ownership, control or management of, or render services or advice to, or lend its name to, any other corporation, person or entity business engaged in the business purchase for resale, sale or distribution within the Territory (as defined in ARTICLE 7) (which is the territorial extent of selling or providing lifethe Sellers' Businesses on the date hereof) of heating, accident or health insurance products or services; ventilating, air conditioning and refrigeration systems and equipment ("PRODUCTS"); (ii) render any services, as an agent, independent contractor, consultant solicit or otherwise, or become employed or compensated by, any other corporation, person or entity engaged assist in the solicitation of any Person having an office or place of business of selling or providing any lending or other financial products or services that are competitive with within the lending or other financial products or services Territory and to whom either Seller sold or provided by any Products on, or during the Company or its subsidiariestwo year period prior to, the Closing Date, for the purpose of obtaining the patronage of such Person for the purchase of any Products; (iii) solicit or induce, or in any manner compete with assist in the Company solicitation or inducement of, any of its subsidiariesPerson employed by either Seller (as an employee, independent contractor or otherwise) to leave such employment, whether or not such employment is pursuant to a contract and whether or not such employment is at will; or or (iv) solicit use, disclose or attempt reveal to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiariesany Person, any customers or policyholders of the Company, or any of its subsidiariesConfidential Information (as defined below); provided, however, that Executive may this SECTION 2.3(A)(IV) shall cease to apply after the second anniversary of the Closing Date with respect to Confidential Information that does not constitute a trade secret under applicable Law; provided, further, that the obligations imposed by this SECTION 2.3(A)(IV) shall continue indefinitely with respect to Confidential Information that constitutes a trade secret under applicable Law. (b) Notwithstanding anything herein to the contrary, it shall not be a shareholder breach of less than five (5%the covenants contained in SECTION 2.3(A) for Sellers and the Xxxx Shareholders, in the aggregate, to own up to three percent of the outstanding shares any class of voting stock publicly traded securities of any company listed on Person. (c) Although the parties have, in good faith, used their best efforts to make the provisions of this SECTION 2.3 reasonable in both geographic area and in duration in light of the financial aspects of the transaction, and it is not anticipated, nor is it intended, by any party hereto that a recognized stock exchange or traded in the NASD over-the-counter market. The covenants of Executive in this Section 15 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination Tribunal (as defined in Section 11(b). In additionARTICLE 7) of competent jurisdiction would find it necessary to reform the provisions hereof to make it reasonable in both geographic area or in duration, the covenants parties understand and agree that if a Tribunal of Executive in this Section 15 shall be void and unenforceable if competent jurisdiction determines it necessary to reform the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision scope of this Section 15 SECTION 2.3 in order to make it reasonable in either geographic area or duration, or otherwise, then damages, if any, for a breach hereof, as so reformed, would be held unreasonable deemed to accrue to Purchaser as of and from the date of such a breach only in so far as the damages for such breach relate to an action which occurred within the scope of the geographic area or contrary duration as so reformed. (d) For purposes of this Agreement, "CONFIDENTIAL INFORMATION" means any and all technical, business and other information of either Seller (which information is being acquired by Purchaser under this Agreement) which derives economic value, actual or potential, from not being generally known to public policy for any reasonthe public, including including, without limitation, the time periodtechnical or nontechnical data, geographical areacompositions, devices, methods, techniques, drawings, inventions, processes, financial data, financial plans, product plans, lists or scope information concerning actual or potential customers or suppliers, information regarding business plans and operations, methods and plans of activity covered by any restrictive covenant operation, marketing strategies, sales and distribution plans or provisionstrategies, the Company cost information, pricing strategies, and Executive acknowledge acquisition and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable lawinvestment plans.

Covenant Against Competition. (a) The Executive acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into this Agreement, Executive covenants and agrees that (1) at all times during the term of this Agreement and for two Term, (2) for two years thereafterafter the Executive retires or is terminated for any reason, or voluntarily terminates his employment, and (c) any time in which the Executive is receiving an Annual Salary from the Corporation, or the equivalent of his Annual Salary from the Corporation, after the end of the Term (but for purposes of this Section 8, the payment of any form of pension or retirement benefits to the Executive in connection with his retirement from the Corporation or under any qualified or nonqualified plans which provide retirement benefits in accordance with the Corporation's policies regarding the retirement of senior executives shall notnot be considered to be Annual Salary or its equivalent), the Executive will not directly or indirectly, anywhere within the State of Indiana (i) render indirectly engage in any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are which is competitive with the lending any business then actively conducted by Copperweld or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company LTV or any affiliate of its subsidiaries; LTV, either as owner, partner, officer or (iv) solicit or attempt to convert to other insurance carriersemployee of such a business, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by and the Company and its subsidiaries, Executive will not consult with any customers or policyholders of the Company, or any of its subsidiariessuch competitive business; provided, however, that ownership by the Executive may be a shareholder of less not more than five percent (5%) percent of the outstanding shares of voting stock of any company listed on a recognized national stock exchange or traded in the NASD over-the-counter marketshall not be deemed to be a violation of this covenant. The covenants of Executive Notwithstanding anything in this Section 15 8 to the contrary, the covenant not to compete in this Section 8 shall be void and unenforceable if of no further effect if, prior to or following such termination, (3) there is a Change in Control (as defined below) of Copperweld or LTV or (4) the Corporation fails or has failed to pay the Executive any amounts due to the Executive hereunder. If the Executive is first elected to be a director of any business enterprise after the Effective Date, neither such election nor the Executive's service as a director of such business enterprise shall be deemed to be a violation of this covenant if, prior to accepting any such directorship, the Executive seeks and secures the prior approval of the Board of Directors of LTV. Notwithstanding the foregoing, the Executive is expressly permitted to continue to serve as a director of any business enterprise of which he was serving as a director as of the Effective Date, and he shall not be deemed to be in violation of the foregoing covenant by continuing such service from and after the Effective Date. (b) For purposes of this Agreement is terminated pursuant to a Control Termination as defined "Change in Section 11(b). In addition, Control" means the covenants occurrence of Executive in this Section 15 shall be void and unenforceable if any of the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.following events:

Covenant Against Competition. Executive acknowledges that (a) As an essential consideration for the services he is to render to the Company are obligations of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into Buyer under this Agreement, Executive each Seller Party hereby agrees and covenants and agrees that during that: (i) for the term of this Agreement and for two (2) years thereafterNoncompete Period within the Restricted Territory, Executive each Seller Party shall not, directly or indirectly, anywhere within the State of Indiana (i) render any serviceswhether as principal, as an agent, independent contractoremployee, consultant shareholder or other equity holder (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed five percent of the outstanding shares so listed), owner, investor, partner or otherwise, individually or become employed or compensated by, in association with any other corporation, person Person: (A) carry on or entity engaged in the business of selling or providing life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) engage in any manner compete with in the Company Restricted Business, (B) solicit customers of the Restricted Business, (C) become the employee of, or otherwise render services on behalf of, any Person that carries on or engages in a business similar to the Restricted Business or (D) induce or attempt to induce any customer, supplier, licensee or business relation of Buyer or any of its subsidiaries; or (iv) solicit or attempt Affiliates to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiaries, any customers or policyholders of the Company, cease doing business with Buyer or any of its subsidiariesAffiliates, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of Buyer or any of its Affiliates with Buyer or any of its Affiliates; and (ii) for a period of four years following the Closing Date, each Seller Party shall not, directly or indirectly, either for himself or any other Person, (A) solicit or induce or attempt to solicit or induce any employee of or independent contractor providing services to Buyer or any of its Affiliates to leave the employ of or to cease providing services to Buyer or any of its Affiliates, (B) in any way interfere with the relationship between Buyer or any of its Affiliates and any employee of or independent contractor providing services to Buyer or any of its Affiliates or (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of Buyer or any of its Affiliates or any independent contractor of Buyer of any of its Affiliates who had been an employee of any Seller Party or its Affiliates. (b) Any dispute, controversy or claim arising out of or in connection with this Section 5.6, including the alleged breach of this Section 5.6 or a challenge to its validity or enforceability, shall be settled exclusively by final and binding arbitration in Tarrant County, Texas, administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the AAA; provided, however, that Executive nothing herein is or shall be deemed to preclude Buyer’s resort to the interim relief prescribed in Section 5.6(c), below. The arbitrator(s) shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrator(s) within thirty days following receipt by one party of the other party’s notice of desire to arbitrate, the arbitrator(s) shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing, except that, if the parties fail to select arbitrator(s) from one or more panels, AAA shall not have the power to make appointment(s) but shall continue to submit additional panels until arbitrator(s) have been selected. The jurisdiction of the arbitrator(s) and the arbitrability of any claim, defense, issue or objection raised by any party shall be decided by the arbitrator(s) in the first instance. Judgment on the award entered by the arbitrator(s) may be a shareholder of less than five (5%) percent entered by any court having jurisdiction thereof. All aspects of the outstanding shares arbitration and matters subject thereto shall remain confidential. The parties will each bear their own attorneys’ fees and costs in connection with any dispute or controversy, except as provided in Section 5.6(c), below. (c) In the event of voting stock a breach or threatened breach by any Seller Party of any company listed on a recognized stock exchange or traded of the provisions of this Section 5.6, Buyer shall have the right to seek interim relief from AAA pursuant to the Optional Rules for Emergency Measures of Protection contained in the NASD over-the-counter marketCommercial Arbitration Rules of the AAA (including the arbitrator selection procedures provided for in such Optional Rules for Emergency Measures of Protection, which shall govern the selection of arbitrator(s) for purposes of this paragraph (c)) or from a court of competent jurisdiction. The Seller Parties acknowledge that Buyer will suffer irreparable damage or injury not fully compensable by money damages, or the exact amount of which may be impossible to ascertain, and therefore will not have an adequate legal remedy. Accordingly, Buyer will be entitled to obtain any interim relief necessary or appropriate to prevent or curtail any such breach, threatened or actual, without the necessity of posting security or showing any actual damages or irreparable injury. Such interim relief may include, but is not limited to, (i) temporary or permanent injunctive relief for the enforcement of this Section 5.6, (ii) a decree for the specific performance of this Section 5.6 or (iii) Buyer’s reasonable attorneys’ fees, costs and expenses related to such interim relief; provided, however, that Buyer agrees to pay for any Seller Party’s reasonable attorneys’ fees, costs and expenses related to interim relief sought by Buyer in the event that the Seller Parties prevail and no such interim relief is granted. Such interim relief is in addition to any other rights Buyer may have, including the right to seek damages. (d) Buyer and each Seller Party hereby agree that this Section 5.6 is a material and substantial part of the transactions contemplated by this Agreement. Each Seller Party further agrees and acknowledges that the covenants in this Section 5.6 are reasonable with respect to their duration, scope and geographical area. (e) The covenants in this Section 5.6 are severable and separate, including within provisions, subparts or portions thereof, and the unenforceability of any specific covenant, provision or subpart thereof in this Section 5.6 is not intended by any party hereto to, and shall not, affect the provisions of any other covenant in this Section 5.6. If any arbitrator or panel of arbitrators, or any court pursuant to paragraph (c) above, determines that the terms, scope, time or territorial restrictions set forth in Section 5.6(a) are unreasonable as applied to a Seller Party, the parties hereto acknowledge their mutual intention and agreement that the offending provisions, subparts or portions thereof be severed and the remaining provisions and restrictions be enforced to the fullest extent permitted by law as the arbitrator(s) or court (pursuant to paragraph (c) above) deems reasonable, and thereby shall be reformed to that extent. All the covenants, provisions and subparts thereof in this Section 5.6 are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller Party against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of any covenant, provision or subpart in this Section 5.6. The covenants of Executive contained in this Section 15 5.6 shall not be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered affected by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or breach of any other provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted hereof by applicable law to the original form any party hereto and shall be given effect and enforced not prevent Mx. Xxxxx X. Cenac, Jr., Cxxxx Towing or Cenac Offshore from rendering services to Buyer in accordance with the Transitional Operating Agreement, as so modified to whatever extent would be reasonable and enforceable under applicable lawamended by the Transitional Operating Agreement Amendment.

Covenant Against Competition. Executive The Employee acknowledges that (i) the services he is principal businesses of the Company and its subsidiaries and affiliates are the "Wholesale Business" (as defined below) and the "Retail Closeout Business" (as defined below) (such businesses, and any and all other businesses that, after the effective date hereof and from time to render time during the Term, are engaged in by the Company or its subsidiaries and affiliates herein being collectively referred to as the "Company Business"); (ii) the value of all goodwill resulting from the operation of the Company Business should properly belong to the Company and its subsidiaries and affiliates; (iii) upon the termination of the Employee's employment, the Employee will have no right or interest to such goodwill; (iv) the covenants and agreements of the Employee in this Section 6 are necessary to preserve the value of such goodwill for the benefit of the Company and its subsidiaries and affiliates; (v) the Employee has had and will have access to Confidential Company Information (as defined below); (vi) the Company Business is the same business in which the Employee has and will participate (a) During the period commencing on the Effective Date and ending on the date twelve (12) months following the expiration of the Term (the "Restricted Period"), the Employee shall not in the United States of America (1) engage in the Company Business, whether as part of a special and unusual characterdivision or otherwise, with a unique value to for the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into this Agreement, Executive covenants and agrees that during the term of this Agreement and for two Employee's own account; (2) years thereafterrender any services to any person or entity (other than the Company or its subsidiaries and affiliates) engaged in such activities, Executive shall whether as part of a division or otherwise; or (3) become interested in any such person or entity (other than the Company or its subsidiaries and affiliates) as a partner, officer, director, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that notwithstanding the above, the Employee may own, directly or indirectly, solely as an investment, securities of any such person or entity which are traded on any national securities exchange or Nasdaq market if the Employee (A) is not a controlling person of, or a member of a group which controls, such person or entity and (B) does not, directly or indirectly, anywhere within the State own four percent (4%) or more of Indiana (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, class of securities of such person or entity engaged entity. (b) During and after the Restricted Period, the Employee shall keep secret and retain in strictest confidence, and shall not disclose, rely on or otherwise use for his benefit or the benefit of others, except in connection with the business and affairs of selling the Company and its subsidiaries and affiliates, all confidential matters relating to the Company Business learned by the Employee on or providing life, accident after the Effective Date directly or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by indirectly from the Company or its subsidiariessubsidiaries and affiliates, including, without limitation, information with respect to (a) prospective store locations, (iiib) in any manner compete with sales figures (whether per store or otherwise), (c) profit or loss figures (whether per store or otherwise), and (d) customers, clients, suppliers, sources of supply and customer lists (the "Confidential Company Information") and shall not disclose the Confidential Company Information to anyone outside of the Company or any its subsidiaries and affiliates, except with the Company's express written consent and except for Confidential Company Information that (1) is at the time of its subsidiaries; receipt or thereafter becomes publicly known through no wrongful act of the Employee, (2) is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement or (iv3) solicit was previously known by the Employee before being employed by the Company. (c) During the Restricted Period, the Employee shall not, without the Company's prior written consent, directly or attempt indirectly, knowingly solicit, recruit or encourage to convert leave the employment of the Company or its subsidiaries or affiliates, any employee of the Company, such subsidiaries or affiliates, or hire any employee who has left the employment of the Company, its subsidiaries or affiliates after the effective date of this Agreement within one year of the termination of such employee's employment with the Company, its subsidiaries or affiliates. (d) All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Employee or made available to other insurance carriers, finance companies the Employee concerning the Company Business or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiariessubsidiaries and affiliates shall be the Company's property and shall be delivered to the Company at any time on request, provided such property is then possessed by the Employee and can be readily identified as such by him. (e) For purposes hereof, "Wholesale Business" shall mean any customers business involving (i) the wholesale distribution of merchandise acquired through purchases of (A) overstocks, (B) closeouts, (C) items liquidated by a manufacturer or policyholders by a retail store, (D) merchandise available in connection with bankruptcies or other distress situations, (E) merchandise at or below regular price primarily as a result of the Companyproduction of the merchandise occurring during periods in which the production facilities otherwise would be idle or would have underutilized capacity or (F) buybacks made by a manufacturer of a competitor's or its own merchandise, or any (ii) the importing of its subsidiaries; providedtypes or categories of merchandise with respect to which, however, that Executive may be a shareholder of less than five (5%) percent of at the outstanding shares of voting stock of any company listed on a recognized stock exchange or traded in time the NASD over-the-counter market. The covenants of Executive in this Section 15 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should employment or at any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, time during the time period, geographical area, or scope of activity covered by any restrictive covenant or provisionTerm, the Company and Executive acknowledge and agree (A) transacts (or has transacted) wholesale business, or otherwise sells or purchases (or has sold or purchased) or (B) has committed to sell or purchase; provided that such covenant or provision a business shall automatically be deemed modified such that the contested covenant to be a Wholesale Business only if it has Ten Million Dollars ($10,000,000) or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.more in sales from activities described from clauses (i) and

Covenant Against Competition. Executive acknowledges that (a) As an essential consideration for the services he is to render to the Company are obligations of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into Buyers under this Agreement, Executive Seller hereby agrees and covenants that from and agrees after the Closing Date and until the third anniversary thereof: (i) Seller and its subsidiaries shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any Person or Persons as principal, agent, employee, stockholder, owner, investor, partner or in any other manner whatsoever (other than a holding of shares listed on a United States or Canadian stock exchange or automated quotation system that during does not exceed one percent of the term outstanding shares so listed), directly or indirectly, engage in the Business anywhere in the world, or otherwise render services to or on behalf of this Agreement that segment of any enterprise which competes with the Business; or (ii) Seller and for two (2) years thereafter, Executive its subsidiaries shall not, directly or indirectly, anywhere within either for themselves or any other Person, (A) induce or attempt to induce any Transferred Employee or other employee of Buyers or any of their affiliates primarily engaged in the State conduct of Indiana the Business to leave the employ of Buyers or any of their affiliates, (iB) render in any servicesway interfere with the relationship between Buyers or any of their affiliates and any Transferred Employee or other employee of Buyers or any of their affiliates primarily engaged in the conduct of the Business, or (C) employ, or otherwise engage as an agentemployee, independent contractor, consultant contractor or otherwise, any Transferred Employee or become employed other employee of Buyers or compensated by, any other corporation, person or entity of their affiliates primarily engaged in the business conduct of selling the Business, provided that nothing precludes Seller from hiring any Transferred Employee who (1) initiates contact with Seller pertaining to employment or providing life, accident or health insurance products or services; (ii2) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, responds to publicly advertised position with Seller. Buyers shall not hire any other corporationemployee of Seller for employment within the Business for a period of two (2) years from the Closing Date, person or entity engaged subject to the reciprocal application of the exceptions set for the in the business of selling or providing any lending or other financial products or services preceding sentence. (b) If a Buyer believes that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company Seller or any subsidiary or affiliate of its subsidiaries; or (iv) solicit or attempt to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by Seller has violated the Company and its subsidiaries, any customers or policyholders of the Company, or any of its subsidiaries; provided, however, that Executive may be a shareholder of less than five (5%) percent of the outstanding shares of voting stock of any company listed on a recognized stock exchange or traded in the NASD over-the-counter market. The covenants of Executive in this Section 15 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision provisions of this Section 15 be held unreasonable or contrary to public policy for any reason6.3, including without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision Buyer shall have the closest effect permitted by applicable law right to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.seek relief from any court of competent jurisdiction against such party. Seller acknowledges that money damages alone may not adequately

Covenant Against Competition. Executive acknowledges that (a) As an essential consideration for the services he is to render to the Company are obligations of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into Buyer under this Agreement, Executive each Seller Party hereby agrees and covenants and agrees that during that: (i) for a period of two years following the term of this Agreement and for two (2) years thereafterClosing Date within the Restricted Territory, Executive each Seller Party shall not, directly or indirectly, anywhere within the State of Indiana (i) render any serviceswhether as principal, as an agent, independent contractoremployee, consultant shareholder or other equity holder (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed five percent of the outstanding shares so listed), owner, investor, partner or otherwise, individually or become employed or compensated by, in association with any other corporation, person Person: (A) carry on or entity engaged in the business of selling or providing life, accident or health insurance products or services; (ii) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) engage in any manner compete with in the Company Restricted Business, (B) solicit customers of the Restricted Business, (C) become the employee of, or otherwise render services on behalf of, any Person that carries on or engages in a business similar to the Restricted Business or (D) induce or attempt to induce any customer, supplier, licensee or business relation of Buyer or any of its subsidiaries; or (iv) solicit or attempt Affiliates to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiaries, any customers or policyholders of the Company, cease doing business with Buyer or any of its subsidiariesAffiliates, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of Buyer or any of its Affiliates with Buyer or any of its Affiliates, provided that this Section 5.6(a)(i) shall not prohibit Stockholder’s equity ownership in Horizon Maritime for so long as the Asphalt Business Limitation is satisfied; and (ii) for a period of four years following the Closing Date, each Seller Party shall not, directly or indirectly, either for himself or any other Person, (A) solicit or induce or attempt to solicit or induce any employee of or independent contractor providing services to Buyer or any of its Affiliates to leave the employ of or to cease providing services to Buyer or any of its Affiliates, (B) in any way interfere with the relationship between Buyer or any of its Affiliates and any employee of or independent contractor providing services to Buyer or any of its Affiliates or (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of Buyer or any of its Affiliates or any independent contractor of Buyer of any of its Affiliates who had been an employee of any Seller Party or its Affiliates. (b) Any dispute, controversy or claim arising out of or in connection with this Section 5.6, including the alleged breach of this Section 5.6 or a challenge to its validity or enforceability, shall be settled exclusively by final and binding arbitration in Tarrant County, Texas, administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the AAA; provided, however, that Executive nothing herein is or shall be deemed to preclude Buyer’s resort to the interim relief prescribed in Section 5.6(c), below. The arbitrator(s) shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrator(s) within thirty days following receipt by one party of the other party’s notice of desire to arbitrate, the arbitrator(s) shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing, except that, if the parties fail to select arbitrator(s) from one or more panels, AAA shall not have the power to make appointment(s) but shall continue to submit additional panels until arbitrator(s) have been selected. The jurisdiction of the arbitrator(s) and the arbitrability of any claim, defense, issue or objection raised by any party shall be decided by the arbitrator(s) in the first instance. Judgment on the award entered by the arbitrator(s) may be a shareholder of less than five (5%) percent entered by any court having jurisdiction thereof. All aspects of the outstanding shares arbitration and matters subject thereto shall remain confidential. The parties will each bear their own attorneys’ fees and costs in connection with any dispute or controversy, except as provided in Section 5.6(c), below. (c) In the event of voting stock a breach or threatened breach by any Seller Party of any company listed on a recognized stock exchange or traded of the provisions of this Section 5.6, Buyer shall have the right to seek interim relief from AAA pursuant to the Optional Rules for Emergency Measures of Protection contained in the NASD over-the-counter marketCommercial Arbitration Rules of the AAA (including the arbitrator selection procedures provided for in such Optional Rules for Emergency Measures of Protection, which shall govern the selection of arbitrator(s) for purposes of this paragraph (c)) or from a court of competent jurisdiction. Seller Parties acknowledge that Buyer will suffer irreparable damage or injury not fully compensable by money damages, or the exact amount of which may be impossible to ascertain, and therefore will not have an adequate legal remedy. Accordingly, Buyer will be entitled to obtain any interim relief necessary or appropriate to prevent or curtail any such breach, threatened or actual, without the necessity of posting security or showing any actual damages or irreparable injury. Such interim relief may include, but is not limited to, (i) temporary or permanent injunctive relief for the enforcement of this Section 5.6, (ii) a decree for the specific performance of this Section 5.6 or (iii) Buyer’s reasonable attorneys’ fees, costs and expenses related to such interim relief; provided, however, that Buyer agrees to pay for any Sellers Party’s reasonable attorneys’ fees, costs and expenses related to interim relief sought by Buyer in the event that the Seller Parties prevail and no such interim relief is granted. Such interim relief is in addition to any other rights Buyer may have, including the right to seek damages. (d) Buyer and each Seller Party hereby agree that this Section 5.6 is a material and substantial part of the transactions contemplated by this Agreement. Each Seller Party further agrees and acknowledges that the covenants in this Section 5.6 are reasonable with respect to their duration, scope and geographical area. (e) The covenants in this Section 5.6 are severable and separate, including within provisions, subparts or portions thereof, and the unenforceability of any specific covenant, provision or subpart thereof in this Section 5.6 is not intended by any party hereto to, and shall not, affect the provisions of any other covenant in this Section 5.6. If any arbitrator or panel of arbitrators, or any court pursuant to paragraph (c) above, determines that the terms, scope, time or territorial restrictions set forth in Section 5.6(a) are unreasonable as applied to a Seller Party, the parties hereto acknowledge their mutual intention and agreement that the offending provisions, subparts or portions thereof be severed and the remaining provisions and restrictions be enforced to the fullest extent permitted by law as the arbitrator(s) or court (pursuant to paragraph (c) above) deems reasonable, and thereby shall be reformed to that extent. All the covenants, provisions and subparts thereof in this Section 5.6 are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller Party against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of any covenant, provision or subpart in this Section 5.6. The covenants of Executive contained in this Section 15 5.6 shall not be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered affected by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or breach of any other provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted hereof by applicable law to the original form any party hereto and shall be given effect and enforced as so modified not prevent any Seller Parties from rendering services to whatever extent would be reasonable and enforceable under applicable lawBuyer in accordance with the Transitional Operating Agreement.

Covenant Against Competition. Executive acknowledges that (a) As an essential consideration for the services he is to render to the Company are obligations of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into Buyers under this Agreement, Executive Seller hereby agrees and covenants that from and agrees after the Closing Date and until the third anniversary thereof: (i) Seller and its subsidiaries shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any Person or Persons as principal, agent, employee, stockholder, owner, investor, partner or in any other manner whatsoever (other than a holding of shares listed on a United States or Canadian stock exchange or automated quotation system that during does not exceed one percent of the term outstanding shares so listed), directly or indirectly, engage in the Business anywhere in the world, or otherwise render services to or on behalf of this Agreement that segment of any enterprise which competes with the Business; or (ii) Seller and for two (2) years thereafter, Executive its subsidiaries shall not, directly or indirectly, anywhere within either for themselves or any other Person, (A) induce or attempt to induce any Transferred Employee or other employee of Buyers or any of their affiliates primarily engaged in the State conduct of Indiana the Business to leave the employ of Buyers or any of their affiliates, (iB) render in any servicesway interfere with the relationship between Buyers or any of their affiliates and any Transferred Employee or other employee of Buyers or any of their affiliates primarily engaged in the conduct of the Business, or (C) employ, or otherwise engage as an agentemployee, independent contractor, consultant contractor or otherwise, any Transferred Employee or become employed other employee of Buyers or compensated by, any other corporation, person or entity of their affiliates primarily engaged in the business conduct of selling the Business, provided that nothing precludes Seller from hiring any Transferred Employee who (1) initiates contact with Seller pertaining to employment or providing life, accident or health insurance products or services; (ii2) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, responds to publicly advertised position with Seller. Buyers shall not hire any other corporationemployee of Seller for employment within the Business for a period of two (2) years from the Closing Date, person or entity engaged subject to the reciprocal application of the exceptions set for the in the business of selling or providing any lending or other financial products or services preceding sentence. (b) If a Buyer believes that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, (iii) in any manner compete with the Company Seller or any subsidiary or affiliate of its subsidiaries; or (iv) solicit or attempt Seller has violated the provisions of this Section 6.3, such Buyer shall have the right to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiaries, seek relief from any customers or policyholders court of the Company, or any of its subsidiaries; provided, however, competent jurisdiction against such party. Seller acknowledges that Executive money damages alone may be a shareholder of less than five (5%) percent of the outstanding shares of voting stock of any company listed on a recognized stock exchange or traded not adequately compensate such Buyer in the NASD over-the-counter market. The covenants event of Executive in this Section 15 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 11(b). In addition, breach of the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law6.3.

Covenant Against Competition. (a) The Executive acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the confidential information to be obtained by, or disclosed by the Company to, Executive, and as a material inducement to the Company to enter into this Agreement, Executive covenants and agrees that (i) at all times during the term of this Agreement and for two (2) years thereafterAgreement, Executive shall not, directly or indirectly, anywhere within the State of Indiana (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing life, accident or health insurance products or services; (ii) render for two years after the Executive retires or is terminated for any servicesreason, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by, any other corporation, person or entity engaged in the business of selling or providing any lending or other financial products or services that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries, and (iii) any time in which the Executive is receiving an Annual Salary from the Corporation, or the equivalent of his Annual Salary from the Corporation, after this Agreement has been terminated (but for purposes of this Section 6(a), the payment of any form of pension or retirement benefits to the Executive in connection with his retirement from the Corporation in accordance with this Agreement (including Section 5 hereof), or under any other qualified or nonqualified plans which provide retirement benefit in accordance with the Corporation's policies regarding the retirement of senior executives shall not be considered to be Annual Salary or its equivalent), the Executive will not directly or indirectly engage in any manner compete business which is substantially competitive with any business then actively conducted by LTV Copperweld and any other business of LTV that the Company Executive at the time has a major responsibility in the control and direction thereof, either as owner, partner or any of its subsidiaries; or (iv) solicit or attempt to convert to other insurance carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its subsidiaries, any customers or policyholders of the Companyofficer, or employee of such a business, and the Executive will not consult with any of its subsidiariessuch competitive business; provided, however, that ownership by the Executive may be a shareholder of less not more than five percent (5%) percent of the outstanding shares of voting stock of any company such business listed on a recognized any national stock exchange or traded in of not more than twenty-five percent (25%) of the NASD over-the-counter marketstock of any such business not so listed shall not be deemed to amount to a violation of this covenant. The covenants If the Executive is first elected to be a director of Executive in this Section 15 any business enterprise after the Effective Date, neither such election nor the Executive's service as a director of such business enterprise shall be deemed to amount to a violation of this covenant if, prior to accepting any such directorship, the Executive seeks and secures the prior approval of the Board of Directors of the Corporation. Notwithstanding the foregoing, the Executive is expressly permitted to continue to serve as a director of any business enterprise of which he was serving as a director as of the Effective Date, and he shall not be deemed to be in violation of the foregoing covenant by continuing such service from and after the Effective Date. (b) In the event of a change in control, as the result of which the Executive is entitled to benefits under the LTV Corporation Change in Control Severance Pay Plan I ("LTV Change in Control Plan"), and elects to receive such benefits, the covenant not to compete contained in Section 6(a) above shall become void and unenforceable if this of no effect and the non compete provisions of the LTV Change in Control Plan shall control. 8. Section 10 of the Agreement is terminated pursuant to a Control Termination as defined hereby deleted and the following Section 10 is substituted in Section 11(b). In addition, the covenants of Executive in this Section 15 shall be void and unenforceable if the Company terminates this Agreement without cause or Employee terminates this Agreement with good reason. Should any particular covenant or provision of this Section 15 be held unreasonable or contrary to public policy for any reason, including without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.lieu thereof: