Common use of Non Competition Confidential Information Clause in Contracts

Non Competition Confidential Information. (a) Executive agrees that, if Executive's employment is terminated by Executive other than for Good Reason, for a period of twelve (12) months following the date of termination of this Agreement, Executive shall not (i) divert to any competitor of NAC Re Corp. and its subsidiaries (for purposes of this Section 7, the "NAC Re Group") in the business conducted by the NAC Re Group as a material component of its operations including, without limitation, insurance or reinsurance (the "Designated Industry") any customer as of the date of termination of the NAC Re Group; or (ii) solicit or encourage any officer, employee or consultant of the NAC Re Group to leave their employ for employment by or with any competitor of the NAC Re Group in the Designated Industry. If at any time the provisions of this Section 7 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 7, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. (b) Executive shall not at any time after the date of termination of employment reveal to anyone other than authorized representatives of the NAC Re Group, or use for Executive's own benefit, any trade secrets, customer information or other information that has been designated as confidential by the NAC Re Group or is understood by Executive to be confidential without the written authorization of the Board in each instance, unless such information is or becomes available to the public or is otherwise public knowledge or in the public domain for reasons other than Executive's acts or omissions. (c) If Executive materially breaches any of the obligations under this Section 7, Employer shall have no further compensation or benefit obligations pursuant to this Agreement or pursuant to the Annual Incentive Plan of Employer or the Long-Term Incentive Plan of Employer but shall remain obligated for compensation and benefits for periods prior to such breach as provided in any other plans, policies or practices then applicable to Executive in accordance with the terms thereof. Executive hereby acknowledges that Employer's remedies at law for any breach of Executive's obligations under this Section 7 would be inadequate, and Executive and Employer agree that, in addition to any other remedies provided for herein or otherwise available at law, temporary and permanent injunctive relief may be granted in any proceeding which may be properly brought by Employer to enforce the provisions of this Section 7 without the necessity of proof of actual damages.

Non Competition Confidential Information. (a) Executive agrees that, during the Term, and if Executive's employment is terminated by Executive other than for Good Reason, for a period of twelve eighteen (1218) months following the date of termination of this Agreement, Executive shall not (i) divert to any competitor of engage anywhere within the geographical areas in which NAC Re Corp. and its subsidiaries (for purposes of this Section 78, the "NAC Re Group") have conducted their business operations as of the Effective Date or at any time prior to the date of termination of Executive's employment, directly or indirectly, alone or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in the business conducted by the NAC Re Group as a material component of its operations including, without limitation, insurance or reinsurance (the "Designated Industry") in direct competition with the NAC Re Group; provided, however, that it is acknowledged and agreed that this Section 8(a)(i) does not prohibit Executive from engaging in the insurance business where the Executive is only incidentally engaged in any activity which is a material component of the operations of the NAC Re Group; (ii) divert to any competitor of the NAC Re Group in the Designated Industry any customer as of the date of termination of the NAC Re Group; or (iiiii) solicit or encourage any officer, employee or consultant of the NAC Re Group to leave their employ for employment by or with any competitor of the NAC Re Group in the Designated Industry; provided, however, that Executive may invest in stocks, bonds, or other securities of any similar business in the Designated Industry (but without otherwise participating in such Designated Industry) if (A) such stocks, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act; and (B) his investment does not exceed, in the case of any class of the capital stock of any one issuer, one percent (1%) of the issued and outstanding shares, or, in the case of other securities, one percent (1%) of the aggregate principal amount thereof issued and outstanding. If at any time the provisions of this Section 7 8 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 8 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 78, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Nothing in this Section 8 shall prevent or restrict Executive from engaging in any business or industry other than the Designated Industry in any capacity. (b) Executive shall not at any time after the date of termination of employment reveal to anyone other than authorized representatives of the NAC Re Group, or use for Executive's own benefit, any trade secrets, customer information or other information that has been designated as confidential by the NAC Re Group or is understood by Executive to be confidential without the written authorization of the Board in each instance, unless such information is or becomes available to the public or is otherwise public knowledge or in the public domain for reasons other than Executive's acts or omissions. (c) If Executive materially breaches any of the obligations under this Section 78, Employer shall have no further compensation or benefit obligations pursuant to this Agreement or pursuant to the Annual Incentive Plan of Employer or the Long-Term Incentive Plan of Employer but shall remain obligated for compensation and benefits for periods prior to such breach as provided in any other plans, policies or practices then applicable to Executive in accordance with the terms thereof. Executive hereby acknowledges that Employer's remedies at law for any breach of Executive's obligations under this Section 7 8 would be inadequate, and Executive and Employer agree that, in addition to any other remedies provided for herein or otherwise available at law, temporary and permanent injunctive relief may be granted in any proceeding which may be properly brought by Employer to enforce the provisions of this Section 7 8 without the necessity of proof of actual damages.

Non Competition Confidential Information. (a) Executive agrees thatthat during the Term, and if Executive's employment is terminated by Executive other than for Good Reason, for a period of twelve (12) months following the date of termination of this Agreement, Executive shall not (i) divert to any competitor of engage anywhere within the geographical areas in which NAC Re Corp. and its subsidiaries or affiliates (for purposes of this Section 78, the "NAC Re GroupRE GROUP") have conducted their business operations as of the Effective Date or at any time prior to the date of termination of Executive's employment directly or indirectly, alone or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in the business conducted by the NAC Re Group as a material component of its operations includingreinsurance operations, without limitationin direct competition with the NAC Re Group; provided, insurance or however, that it is acknowledged and agreed that this Section 8(a)(i) does not prohibit Executive from engaging in the reinsurance (business where the "Designated Industry") Executive is only incidentally engaged in any customer as activity which is a material component of the date of termination operations of the NAC Re Group; or and Executive further agrees that during the Term, and if Executive's employment is terminated by Executive other than for Good Reason, for a period of twenty-four (24) months following the date of termination of this Agreement Executive shall not (ii) solicit or encourage any officer, employee or consultant of the NAC Re Group divert to leave their employ for employment by or with any competitor of the NAC Re Group any customer of the NAC Re Group; provided, however, that Executive may invest in stocks, bonds, or other securities of any similar business (but without otherwise participating in such similar business) if (A) such stocks, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act; and (B) his investment does not exceed, in the Designated Industrycase of any class of the capital stock of any one issuer, one percent (1%) of the issued and outstanding shares, or, in the case of other securities, one percent (1%) of the aggregate principal amount thereof issued and outstanding. If at any time the provisions of this Section 7 8 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 8 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 78, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Nothing in this Section 8 shall prevent or restrict Executive from engaging in any business or industry other than those designated herein in any capacity. (b) Executive also agrees that, during the Term, and if Executive's employment is terminated by Executive other than for Good Reason, for a period of twenty-four (24) months following the date of termination of this Agreement, Executive shall not solicit any officer, employee or consultant of the NAC Re Group to leave their employ for other employment; (c) Executive shall not at any time after the date of termination of employment reveal to anyone other than authorized representatives of the NAC Re Group, or use for Executive's own benefit, any trade secrets, customer information or other information that has been designated as confidential by the NAC Re Group or is understood by Executive to be confidential without the written authorization of the Board in each instance, unless such information is or becomes available to the public or is otherwise public knowledge or in the public domain for reasons other than Executive's acts or omissions. (cd) If Executive materially breaches any of the obligations under this Section 78, Employer shall have no further compensation or benefit obligations pursuant to this Agreement or pursuant to the Annual Incentive Plan of Employer or the Long-Term Incentive Plan of Employer but shall remain obligated for compensation and benefits for periods prior to such breach as provided in any other plans, policies or practices then applicable to Executive in accordance with the terms thereof. Executive hereby acknowledges that Employer's remedies at law for any breach of Executive's obligations under this Section 7 8 would be inadequate, and Executive and Employer agree that, that in addition to any other remedies provided for herein or otherwise available at law, temporary and permanent injunctive relief may be granted in any proceeding which may be properly brought by Employer to enforce the provisions of this Section 7 8 without the necessity of proof of actual damages.

Non Competition Confidential Information. (a) As an inducement to Parent to consummate the Merger, (i) the Executive hereby covenants and agrees thatthat during the period of the Executive’s employment under this Agreement and/or the Consultancy Period (as hereinafter defined), if applicable, and (ii) for a period of one (1) year after the date the Executive voluntarily terminates his employment (other than because of a Change of Control (as such term is defined in Section 8 hereof), a termination by the Executive in accordance with Section 7(d) hereof or upon the Executive's ’s right to become a consultant to the Company pursuant to Section 10 hereof) or if the Executive’s employment is terminated by the Company for Cause (as such term is hereinafter defined) as provided for hereunder, the Executive shall not, directly or indirectly, engage or be interested (as a stockholder, director, officer, agent, broker, partner, individual proprietor, lender or otherwise) in any other business which is competitive with the business of the Company and its subsidiaries anywhere in the world, except that the Executive may (i) engage in the activities otherwise permitted pursuant to Section l(b) hereof, whether or not competitive with the Company or any of its subsidiaries, (ii) serve as an executive of a broadcast, cable or satellite television network, and (iii) own not more than 5% of the outstanding securities of any class of any publicly held company; provided that this Section 6 shall not prohibit the Executive from holding more than 5% of the outstanding securities of any class of capital stock of the Company if the Company is a public company (i.e. a Company required to file reports under the Securities and Exchange Act of 1934, as amended). The Executive acknowledges that the geographic scope of this Section 6(a) is reasonable in order to protect the goodwill of Parent and the Company. (b) The Executive shall not, directly or indirectly, either during the period of the Executive’s employment under this Agreement or thereafter, disclose to anyone (except in the regular course of the Company’s business or as required by deposition, interrogatory, civil investigative demand, applicable law or subpoena), or use in competition with the Company, any non-public and proprietary information acquired by the Executive during his employment by the Company hereunder with respect to any confidential or secret aspect of the Company’s operations, business, affairs, plans, prospects, strategies or condition (financial or otherwise), unless such information has become public knowledge other than by reason of actions (direct or indirect) of the Executive. (c) Except for Good Reasonany personal assistants to the Executive, the Executive shall not, directly or indirectly, either during the period of the Executive’s employment under this Agreement or for a period of twelve one (121) months following year thereafter, solicit the date services of termination any person who was a full-time employee of the Company at any time during the last year of the term of the Executive’s employment under this Agreement, . (d) The Executive shall not acknowledges that the remedy at law (i) divert to any competitor of NAC Re Corp. and its subsidiaries (for purposes of this Section 7, the "NAC Re Group") in the business conducted by the NAC Re Group as a material component of its operations including, without limitation, insurance or reinsurance (the "Designated Industry"a remedy calculated as monetary damages) any customer as for breach of the date of termination of the NAC Re Group; or (ii) solicit or encourage any officerhis covenants under this Section 6 will be inadequate and, employee or consultant of the NAC Re Group to leave their employ for employment by or with any competitor of the NAC Re Group accordingly, in the Designated Industry. If at event of any time breach or threatened breach by the Executive of the provisions of this Section 7 6, the Company shall be determined entitled to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 7, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. (b) Executive shall not at any time after the date of termination of employment reveal to anyone other than authorized representatives of the NAC Re Group, or use for Executive's own benefit, any trade secrets, customer information or other information that has been designated as confidential by the NAC Re Group or is understood by Executive to be confidential without the written authorization of the Board in each instance, unless such information is or becomes available to the public or is otherwise public knowledge or in the public domain for reasons other than Executive's acts or omissions. (c) If Executive materially breaches any of the obligations under this Section 7, Employer shall have no further compensation or benefit obligations pursuant to this Agreement or pursuant to the Annual Incentive Plan of Employer or the Long-Term Incentive Plan of Employer but shall remain obligated for compensation and benefits for periods prior to such breach as provided in any other plans, policies or practices then applicable to Executive in accordance with the terms thereof. Executive hereby acknowledges that Employer's remedies at law for any breach of Executive's obligations under this Section 7 would be inadequate, and Executive and Employer agree thatseek, in addition to any all other remedies provided for herein or otherwise available (all such remedies being cumulative), whether at law, temporary and permanent injunctive in equity or otherwise, to an injunction and/or other appropriate equitable relief may be granted in restraining any proceeding which may be properly brought by Employer such breach or threatened breach (without posting any bond or other security or being required to enforce the provisions of this Section 7 without the necessity of proof of prove actual damages).