Common use of Covenants Against Competition and Solicitation Clause in Contracts

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at lawCompany. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, to Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, not directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, . person or entity that derives a non-incidental portion of its revenue from the business of selling developing or providing annuity, life, accident marketing medical diagnostic or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these the same or similar products or services provided by the Company and its affiliatessubsidiaries, or any customers or policyholders of the Company or any of its affiliates Company; or (iv) solicit for employment or employ any employee of the Company or any of its affiliatesCompany. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion is included on the list of companies that directly compete with the Company or any of its revenue from subsidiaries in the business of selling or providing annuity, life, accident or health insurance products or services, which list shall be (x) compiled by the Compensation Committee and provided to Executive prior to the Effective Date and (y) reviewed annually by the Compensation Committee (using the same methodology that was used to compile the initial list) to determine if there have been any changes in the Company’s direct competitors, with any changes in the list of direct competitors to be provided to Executive promptly after such review; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 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. To the extent that any equity awards contain forfeiture provisions for certain conduct of Executive following the termination of his employment that are in conflict with the restrictions on competition or solicitation in this Section 9 or the non-disclosure covenants in Section 8, the provisions of this Agreement shall apply to such forfeiture provisions so there is not a double standard.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive's employment with the Company. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he she is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that that: (a) throughout the period Executive remains employed and for one year thereafter, Executive shall not, directly or compensated hereunder indirectly, anywhere in the United States of America, (i) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (ii) solicit for employment or knowingly employ any employee of the Company or any of its affiliates; (b) throughout the period Executive remains employed and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident long-term care or health health-related insurance products or services; services or (ii) in any manner compete with the Company or any of its affiliates with respect to long-term care or health-related insurance lines of business; provided, however, that if Executive resigns, Executive may serve as a consultant (other than with respect to matters relating to long-term care or health insurance products or services) for such companies that the Chief Executive Officer of the Company consents to (such consent shall not be unreasonably withheld where actual competition is not, in the Chief Executive Officer's sole judgment, deemed to be significant or meaningful) and provided further that in the event Executive serves as such a consultant, all severance payments and other ongoing obligations of the Company under this Agreement shall cease; or (c) throughout the Term or, if later, the period ending on the first anniversary following the date Executive terminates employment during the Term, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, or accident insurance products or services or (ii) in any manner compete with the Company or any of its affiliates with respect to annuity, life or accident lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; provided, however, that if Executive resigns during the Term, Executive may serve as a consultant (iii) solicit other than with respect to matters relating to long-term care or attempt to convert to other health insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by services) for such companies that the Company and its affiliates, any customers or policyholders Chief Executive Officer of the Company consents to (such consent shall not be unreasonably withheld where actual competition is not, in the Chief Executive Officer's sole judgment, deemed to be significant or any of its affiliates or (ivmeaningful) solicit for employment or employ any employee and provided further that in the event Executive serves as such a consultant, all severance payments and other ongoing obligations of the Company or any of its affiliatesunder this Agreement shall cease. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive Consultant acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Consultant for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Consultant as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Consultant the compensation stated in Section 5 hereof4, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Consultant covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafterterm hereof, Executive Consultant shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision of this Section 9 7 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 Consultant 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.

Covenants Against Competition and Solicitation. (a) Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year during the applicable "Restricted Period" (as defined in Section 9(b)) thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company Company, Bankers or any of its their affiliates with respect to lines of business that the Company Company, Bankers and its their respective affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company Company, Bankers and its their respective affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these the same or similar products or services provided by the Company Company, Bankers and its their respective affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. (b) The Restricted Period shall be, with respect to Section 9(a)(iii) and (iv), two years following termination of employment for any reason, other than death. With respect to Section 9(a)(i) and (ii), the Restricted Period shall be as follows: (i) in the case of a termination of employment described in Section 11(a) or (d) or Section 7, one year following termination of employment; (ii) in the case of a termination of employment described in Section 11(c), two years following termination of employment, unless Executive elects in writing after termination of employment to reduce the Restricted Period, both for purposes of this Section 9 and for purposes of Section 11(c), to a period of no less than one year following termination of employment; and (iii) in the case of a termination of employment as a result of the expiration of this Agreement after its original four-year term, one year following termination of employment, but only if the Company pays Executive his Base Salary for such period on a basis consistent with the timing of the Company's normal payroll processing. (c) Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that To reduce the services he is to render cost to the Company of monitoring and its affiliates are of a special and unusual character, with a unique value to enforcing the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services compliance of Executive for which with the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth confidentiality obligations contained in Section 8 above6(a) of this Agreement, to protect the goodwill developed during Executive’s employment with the Company, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable considerationAgreement, Executive covenants and further agrees that throughout he will not do any of the period Executive remains employed or compensated hereunder and for one year thereafterfollowing, Executive shall not, either directly or indirectly, anywhere in within the United States Territory, during his employment by the Company and for a period of America twenty-four (24) months thereafter (the “Prohibited Period”) irrespective of the reason for the end of his employment, without the prior written consent of the Board of the Company: (i) render So long as Executive has not ended his employment because of subparagraph C of a Constructive Termination Event (as defined in Section 8(d) below) (in which event this subparagraph (i) of this Section 6(b) shall not apply), either for himself or for any servicesother person, as an agentfirm, independent contractorcorporation or entity that is engaged in the development, consultant manufacture, production or otherwisemarketing of biotechnology products that are competitive or could be competitive with the Company’s products, or become employed are under development or compensated being considered for development by the Company during Executive’s employment, (A) solicit or make sales of products or services which compete with the products or services offered by or under development by the Company or its Affiliates from or to any other corporation, person or entity that derives was a non-incidental portion customer or identified prospective customer of the Company or its revenue from Affiliates at any time within two (2) year prior to the business date of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete termination of Executive’s employment with the Company or (B) provide services as an owner, employee, consultant, contractor, advisor or director similar to the services provided by Executive to the Company or its Affiliates. (ii) Attempt to divert the business of or otherwise interfere with the relationship between the Company or its Affiliates and any of its affiliates with respect to lines of business that their suppliers, distributors, customers, manufacturer, researcher or employees within the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; Territory; (iii) Induce, hire or solicit or attempt seek to convert to induce, hire or solicit for any other insurance carriers organization any person or other corporations, persons or other entities providing these same or similar products or services provided by entity who is engaged with the Company and or its affiliatesAffiliates as an employee, agent, independent contractor or otherwise seek to have that person or entity end or modify his, her or its engagement with the Company; or (iv) Engage for his own benefit or for the benefit of any customers other person or policyholders entity, in any activity in which it could be reasonably anticipated that Executive would be required or expected to use or disclose Confidential Information of the Company or its Affiliates. Each of the foregoing shall be deemed separate and independent covenants and severable if any court of its affiliates competent jurisdiction were to view any one or more of such covenants as unenforceable in accordance with 6(f). In addition to the covenants expressed above, and as a separate covenant to protect the Company’s interests, Executive further agrees that for a period of two (2) years following the end of Executive’s employment, he will not, either directly or indirectly, alone or in combination, as a proprietor, officer, employee, partner, shareholder, consultant, owner, lender or otherwise, render services to or participate in the affairs of any business which has under development or is marketing, selling or otherwise providing products or services anywhere in the Territory in competition with any Company products or services being provided or offered (or planned to be offered and known to the Executive) at the time Executive’s employment with the Company ends and as to which activities (a) Executive would be reasonably likely to invoke or disclose the Company’s Confidential Information or goodwill, or (ivb) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 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 reasonably would be reasonable and enforceable under applicable lawrequired to assume or perform duties that are the same or substantially similar to duties which the Executive assumed or performed for the Company.

Covenants Against Competition and Solicitation. Executive Consultant acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Consultant for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Consultant as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Consultant the compensation stated in Section 5 hereof4, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Consultant covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafterterm hereof, Executive Consultant shall 4 not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision of this Section 9 7 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 Consultant 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder (other than pursuant to Section 11) and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive Employee acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Employee as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Employee the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Employee covenants and agrees that throughout the period Executive Employee remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, 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 that derives a non-incidental portion of its revenue from the business of selling or providing any of the following financial services: the sale of certificates of deposit, mutual funds, and fixed and variable annuities, debt consolidation, and home equity, home improvement, manufactured housing, real estate mortgage and automobile loans, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Employee in this Section 9 shall be void and unenforceable in the event of (i) a termination by the Company other than for "just cause," (ii) a Control Termination of this Agreement as defined in Section 10 below, or (iii) a termination of this Agreement by Employee pursuant to Section 10(a) prior to March 31, 2002.. Should any particular covenant or provision of this Section 9 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 Employee 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that that: (a) throughout the period Executive remains employed and for two years thereafter, Executive shall not, directly or compensated hereunder indirectly, anywhere in the United States of America, (i) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (ii) solicit for employment or knowingly employ any employee of the Company or any of its affiliates; (b) throughout the period Executive remains employed and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident long-term care or health health-related insurance products or services; services or (ii) in any manner compete with the Company or any of its affiliates with respect to long-term care or health-related insurance lines of business; provided, however, that if Executive resigns, Executive may serve as a consultant (other than with respect to matters relating to long-term care or health insurance products or services) for such companies that the Chief Executive Officer of the Company consents to (such consent shall not be unreasonably withheld where actual competition is not, in the Chief Executive Officer's sole judgment, deemed to be significant or meaningful) and provided further that in the event Executive serves as such a consultant, all severance payments and other ongoing obligations of the Company under this Agreement shall cease; or (c) throughout the Initial Term or, if later, the period ending on the first anniversary following the date Executive terminates employment during the Initial Term, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, or accident insurance products or services or (ii) in any manner compete with the Company or any of its affiliates with respect to annuity, life or accident lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; provided, however, that if Executive resigns during the initial Term, Executive may serve as a consultant (iii) solicit other than with respect to matters relating to long-term care or attempt to convert to other health insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by services) for such companies that the Company and its affiliates, any customers or policyholders Chief Executive Officer of the Company consents to (such consent shall not be unreasonably withheld where actual competition is not, in the Chief Executive Officer's sole judgment, deemed to be significant or any of its affiliates or (ivmeaningful) solicit for employment or employ any employee and provided further that in the event Executive serves as such a consultant, all severance payments and other ongoing obligations of the Company or any of its affiliatesunder this Agreement shall cease. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 11 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation and benefits stated in Section 5 hereof, as well as any additional benefits stated hereinthis Agreement and otherwise, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder (other than pursuant to Section 9) and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or servicesservices in the United States; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert any customers or policyholders of the Company to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 12 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates subsidiaries are of a special and unusual character, with a unique value to the Company and its affiliatessubsidiaries, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates subsidiaries of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates subsidiaries with respect to lines of business that the Company and its affiliates subsidiaries derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates subsidiaries have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company or any of its affiliates subsidiaries; or (iv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter(two years with respect to clauses (ii) and (iii) of this sentence) thereafter , Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, life, accident any lending or health insurance other financial products or servicesservices that are competitive with the lending or other financial products or services sold or provided by the Company or its subsidiaries in the manufactured housing industry (a "Competing Business"); provided, however, that Executive may provide such services or have such relationship with a Competing Business but only if Executive has no involvement with the portion of the Competing Business that provides lending or other financial products or services that are competitive with those products or services of the Company relating to the manufactured housing industry; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to any other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatesCompeting Business, any customers or policyholders of the Company or any of its affiliates subsidiaries with respect to the manufactured housing industry; or (iviii) solicit for employment or employ any non-exempt employee of Conseco, Inc. ("Conseco"), the Company or any of its affiliatestheir respective subsidiaries. During the term of this Agreement and for one year thereafter, Executive agrees not to engage in conduct that is injurious to the Company, Conseco or any of their business operations. For purposes of this provision, "conduct by Executive that is injurious to the Company, Conseco or any of their business operations" is defined as: (i) any statements, whether written or oral, which are defamatory of the Company, Conseco or any of their officers or directors; or (ii) deliberate misrepresentation of the affairs, practices, or financial condition of the Company, Conseco or any of their officers or directors. Should any particular covenant or provision of this Section 9 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. The provisions of this Section 9 supersede any other agreements or documents to which the Company and/or Executive are parties or signatories regarding the subject matter of this Section 9, and such other agreements or documents shall be of no force and effect with respect to the subject matter of this Section 9.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Notwithstanding the preceding sentence, if the Company terminates Executive for Just Cause (as defined in Section 10(b) of this Agreement), the provisions of clauses (i) and (ii) of the preceding sentence will not apply. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated (other than with respect to the SERP) hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive's employment with the Company. Notwithstanding the preceding sentence, if the Company terminates Executive for Just Cause (as defined in Section 10(b) of this Agreement), the provisions of clauses (i) and (ii) of the preceding sentence will not apply. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive Employee acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Employee as herein above set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Employee the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Employee covenants and agrees that throughout the period Executive Employee remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, 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 that derives a non-incidental portion of its revenue from 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Employee in this Section 9 shall be void and unenforceable in the event of (i) a termination by the Company other than for "just cause," (ii) a Control Termination of this Agreement as defined in Section 10 below or (iii) a termination by Employee for "good reason." Should any particular covenant or provision of this Section 9 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 Employee 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout through the period Executive remains employed later of June 30, 2002 or compensated hereunder and for one (1) year thereafterafter termination of Executive's employment with the Company (the "Restriction Period"), Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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 affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable if this Agreement is terminated pursuant to a Control Termination as defined in Section 10. In addition, the covenants of Executive in this Section 9 other than the covenant contained in clause (v) shall be void and unenforceable if the Company terminates this Agreement without "just cause" or Executive terminates this Agreement for "good reason." Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time periodRestriction 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.

Covenants Against Competition and Solicitation. Executive Employee acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive Employee for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive Employee as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive Employee the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive Employee covenants and agrees that throughout the period Executive Employee remains employed or compensated hereunder and for one year thereafter, Executive Employee shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, 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 that derives a non-incidental portion of its revenue from the business of selling or providing any of the following financial services: the sale of certificates of deposit, mutual funds, and fixed and variable annuities, debt consolidation, and home equity, home improvement, manufactured housing, real estate mortgage and automobile loans, (iii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities providing these the same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company or any of its affiliates subsidiaries; or (ivv) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Employee in this Section 9 shall be void and unenforceable in the event of (i) a termination by the Company other than for "just cause," or (ii) a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 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 Employee 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of this Agreement. Notwithstanding the preceding sentence, if the Company terminates Executive for Just Cause (as defined in Section 10(b) of this Agreement), the provisions of clauses (i) and (ii) of the preceding sentence will not apply. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he she is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at lawCompany. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, to Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, not directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, . person or entity that derives a non-incidental portion of its revenue from the business of selling developing or providing annuity, life, accident marketing medical diagnostic or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these the same or similar products or services provided by the Company and its affiliatessubsidiaries, or any customers or policyholders of the Company or any of its affiliates Company; or (iv) solicit for employment or employ any employee of the Company or any of its affiliatesCompany. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America America, in any state where the Company or any of its affiliates conducts business at the time of Executive’s separation from employment, in any geographic area over which Executive has supervisory responsibility, in any geographic area where Executive actually performs services for the Company, in the State of Illinois or in the State of Indiana, (i) render any servicesof the same services Executive performed for Company during the period of Executive’s employment with the Company, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that derives a non-incidental portion directly or indirectly competes with the Company or any of its revenue from affiliates in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates over which Executive had supervisory or business authority while employed by the Company at the time of his separation; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity that derives a non-incidental portion of its revenue from engaged in the business of selling or providing annuity, 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) 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 providing investment management or advisory services; (iv) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment insubsidiaries; (iiiv) solicit or attempt to convert to other insurance carriers carriers, finance companies or other corporations, persons or other entities (including, without limitation, investment management or advisory firms) providing these same or similar products or services provided by the Company and its affiliatessubsidiaries, any customers or policyholders of the Company Company, or any of its affiliates subsidiaries; or (ivvi) solicit for employment or employ any employee of the Company or any of its affiliatessubsidiaries. The covenants of Executive in this Section 9 shall be void and unenforceable in the event of a Control Termination of this Agreement as defined in Section 10 below. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become be employed or compensated by any other corporation, person or entity that derives a non-incidental portion is included on the list of companies that directly compete with the Company or any of its revenue from subsidiaries in the business of selling or providing annuity, life, accident or health insurance products or services, which list shall be (x) compiled by the Compensation Committee and provided to Executive prior to the Effective Date and (y) reviewed annually by the Compensation Committee (using the same methodology that was used to compile the initial list) to determine if there have been any changes in the Company’s direct competitors, with any changes in the list of direct competitors to be provided to Executive promptly after such review; (ii) in any other manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive’s employment with the Company. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) render any services, as an agent, independent contractor, consultant or otherwise, or become be employed or compensated by any other corporation, person or entity that derives a non-incidental portion is included on the list of companies that directly compete with the Company or any of its revenue from subsidiaries in the business of selling or providing annuity, life, accident or health insurance products or services, which list shall be (x) compiled by the Compensation Committee and provided to Executive prior to the Effective Date and (y) reviewed annually by the Compensation Committee (using the same methodology that was used to compile the initial list) to determine if there have been any changes in the Company's direct competitors, with any changes in the list of direct competitors to be provided to Executive promptly after such review; (ii) in any other manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates affiliates; or (iv) solicit for employment or employ any employee of individual who was employed by the Company or any of its affiliatesaffiliates during the term of Executive's employment with the Company. Should any particular covenant or provision of this Section 9 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.

Covenants Against Competition and Solicitation. Executive acknowledges that the services he is to render to the Company and its affiliates under this Agreement are of a special and unusual character, with a unique value to the Company and its affiliatesCompany, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be Confidential Information obtained by, or disclosed to, Executive as hereinabove set forth in Section 8 aboveforth, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof5, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall he will not, directly or indirectlyindirectly (a) during Executive's employment hereunder and for a period of two (2) years thereafter, anywhere in the United States of America (i) render any services, as an officer, agent, independent contractor, consultant or otherwise, or become employed or compensated by by, any other corporation, person or entity engaged in any activity directly competitive with the Company; or (b) during Executive's employment hereunder and for a period of two (2) years thereafter, solicit for employment or representation, any employee, agent or representative employed or engaged by the Company (other than any relative of the Executive). Executive acknowledges that derives a non-incidental portion the restrictions contained in this Section 10, in view of its revenue from the nature of the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with which the Company or is engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to Company and Executive therefore acknowledges that, in the event of Executive's violation of any of its affiliates with respect to lines of business that these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and its affiliates derive more than a non-incidental portion permanent injunctive relief, without the necessity of their revenue posting any bond, as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or with respect remedies to which the Company and its affiliates have made a significant investment in; (iii) solicit may be entitled. If the period of time or attempt to convert to other insurance carriers the area specified in this Section 10 should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months or other corporations, persons or other entities providing these same or similar products or services provided the area shall be reduced by the Company elimination of such geographical portion thereof or both so that such restrictions may be enforced in such area and its affiliates, for such time as is adjudged to be reasonable. If Executive violates any customers or policyholders of the Company or any restrictions contained in this Section 10, the restrictive period shall not run in favor of its affiliates or (iv) solicit for employment or employ any employee Executive from the time of the Company or commencement of any of its affiliates. Should any particular covenant or provision of this Section 9 such violation until such time as such violation shall be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered cured 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 lawsatisfaction of the Company.

Covenants Against Competition and Solicitation. Executive (A) Employee acknowledges that the services he is and understands that, Employee’s position with Employer affords Employee extensive access to render to the Company and its affiliates are Confidential Information of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at lawEmployer. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and Employee therefore agrees that throughout during the period Executive remains employed or compensated hereunder course of Employee’s employment with Employer and for one year thereaftertwelve (12) months after termination of Employee’s employment with Employer (for any reason or no reason) (collectively, Executive “Restricted Period”), Employee shall not, directly or indirectly, not anywhere in within the United States of America (i) render or any servicesother country in which Employer then conducts or actively proposes to conduct business, either directly or indirectly, as an agentowner, stockholder, member, partner, joint venturer, officer, director, consultant, independent contractor, consultant agent or otherwiseexecutive, engage in or become employed perform any services in a capacity that is similar to one or compensated by more of the job functions Employee performed for Employer, for or on behalf of, any other corporation, person or entity that derives a non-incidental portion of its revenue from the business of selling or providing annuity, life, accident or health insurance products or services; (ii) in any manner compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii) solicit or attempt to convert to other insurance carriers or other corporationsenterprise which is engaged in or is seeking to engage in a Competitive Business. As used in this Agreement, persons or other entities “Competitive Business” shall mean any business providing these same or similar products or services that are substantially similar to those products and services developed, marketed, or otherwise provided by, or actively planned to be developed, marketed, or otherwise provided by, Employer. Employee agrees to immediately notify Employer, in writing, of any offer of employment or other engagement, in any capacity, by another company, person, or other entity (of any kind) that is or may be engaged in a Competitive Business, prior to accepting any such offer. Provided Employee complies with the Company notification requirement set forth herein, Employer may, in its sole discretion, elect to limit or, in whole or in part, to waive the non-competition covenant set forth herein, as and its affiliatesto the extent Employer may deem appropriate. For avoidance of doubt, nothing herein should be construed to guarantee, or create any customers expectation of, limitation or policyholders waiver of the Company or any of its affiliates or (iv) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 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 lawnon-competition covenant.