Common use of Covenant Not to Compete or Solicit Clause in Contracts

Covenant Not to Compete or Solicit. Executive shall not, directly or indirectly, do any of the following during the term of this Agreement and for a period of twelve (12) months or, if longer, the entire period for which Executive is entitled to (i) payments of Base Salary or Target or other Incentive Awards or (ii) other benefits pursuant to Section 3 other than payments and benefits pursuant to Section 3.6(c)(2) after a Change in Control: (a) Be employed by, serve as consultant or independent contractor to, directly or indirectly beneficially own any equity or similar interest in (except as the holder of not more than one percent (1%) of the voting securities of any publicly traded entity or as a shareholder of the Company or any successor thereto), or otherwise engage in, any property and casualty insurance company business that directly competes with any insurance company subsidiary of the Company in the continental United States, Canada or the Bahamas; (b) Solicit or cause to be solicited, directly or indirectly, any property and casualty wholesale agents under contract with the Company for any purpose (other than, during the term of this Agreement, as an employee of the Company on behalf of the Company), without the prior written consent of the Company, which written consent specifically refers to this Agreement; or (c) Solicit or cause to be solicited, directly or indirectly, or in any way be responsible for, an offer of employment to any employee of the Company by any other person. The restrictions contained in this Section 4.5 shall cease to apply to, and shall not bind, Executive in the event that the Company fails to timely and completely pay all amounts due and owing to Executive pursuant to Section 3.6 of this Agreement. For the purposes of the preceding sentence, the Company will be deemed to have failed to timely and completely pay all amounts due and owing to Executive pursuant to Section 3.6 if the Company fails (other than as the result of a prior breach of this Section 4.5 by Executive) to make any such payment to Executive within ten (10) days of its due date.

Covenant Not to Compete or Solicit. Executive shall not, directly or indirectly, do any of the following during the term of this Agreement and for a period of twelve (12) months or, if longer, the entire period for which Executive is entitled to (i) payments of Base Salary or Target or other Incentive Awards or (ii) other benefits pursuant to Section 3 other than payments and benefits pursuant to Section 3.6(c)(2) after a Change in Control: (a) Be employed by, serve as consultant or independent contractor to, or otherwise engage in, any property and casualty insurance company business that directly competes with any insurance company subsidiary of the Company in the continental United States, Canada or the Bahamas (a “Competitor”), to the extent such employment, service as a consultant or independent contractor or otherwise engaging in such property and casualty insurance company business is in a sales or marketing capacity or other manner in which the Executive’s role would involve soliciting or taking business away from the Company or its insurance company subsidiaries; (b) Directly or indirectly beneficially own any equity or similar interest in (except as the holder of not more than one percent (1%) of the voting securities of any publicly traded entity or as a shareholder of the Company or any successor thereto), or otherwise engage in, any property and casualty insurance company business that directly competes with any insurance company subsidiary of the Company in the continental United States, Canada or the BahamasCompetitor; (bc) Solicit or cause to be solicited, directly or indirectly, any property and casualty wholesale agents under contract with the Company for any purpose (other than, during the term of this Agreement, as an employee of the Company on behalf of the Company), without the prior written consent of the Company, which written consent specifically refers to this Agreement; or (cd) Solicit or cause to be solicited, directly or indirectly, or in any way be responsible for, an offer of employment to any employee of the Company by any other person. The restrictions contained in this Section 4.5 shall cease to apply to, and shall not bind, Executive in the event that the Company fails to timely and completely pay all amounts due and owing to Executive pursuant to Section 3.6 of this Agreement. For the purposes of the preceding sentence, the Company will be deemed to have failed to timely and completely pay all amounts due and owing to Executive pursuant to Section 3.6 if the Company fails (other than as the result of a prior breach of this Section 4.5 by Executive) to make any such payment to Executive within ten (10) days of its due date.