Common use of Non-Competition Obligations Clause in Contracts

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 months after the date of the termination of Executive’s employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction.

Non-Competition Obligations. As part of a. In order to induce the consideration for Company to make the compensation payments and provide the other benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will Employee as described in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, the Employee hereby undertakes and agrees as follows: i. The Employee will not, directly or indirectly, for the Employee or for others engage in any business in the geographic area competitive with the Company’s or any of its affiliates line of specialty property and/or casualty insurance business as of the date of the termination of the employment relationship; ii. The Employee will not render advice, or services to or otherwise assist, any other person who is engaged, directly or indirectly in any business in the geographic area (defined as those areas by county in which the Company and Executive agree to has customers) that is competitive with the provisions Company’s or its affiliates line of this Article 6specialty property or casualty insurance business as of the date of the termination of the employment relationship; iii. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall The Employee will not, directly or indirectly for Executive the Employee’s or for others, in any geographic area or market where Company is conducting any business as of the date of following termination of the Employee’s employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice , encourage or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any current or former employee of the Company or any of its affiliates to terminate his or her leave the employment with of the Company or any of its affiliatesaffiliates or offer employment, or retain, hire or assist in the hiring of any such employee by any person, association, association or entity not affiliated with Company; or (iv) request or cause any customer of the Company or any of its affiliates; provided, however, that nothing in this subsection (iii) shall prohibit the Employee from offering employment to any prior employee of the Company or any of its affiliates to terminate any business relationship with who was not employed by the Company or any of its affiliates. affiliates at any time in the twelve months prior to the termination of the Employee’s employment. b. The non-competition obligations under obligation set forth in this Agreement Section 8 shall apply during the Employee’s employment and, if the Employee receives the payment contemplated by Section 3(a) hereof, for a period that Executive is employed by Company and shall continue for 24 months of one year after the date of the termination of Executive’s employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionemployment.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 12 months after the date of the termination of Executive’s employment with Company for any reasonreason except any termination of this Agreement pursuant to paragraph 2.1 (Termination by Expiration). For the avoidance of doubt, the non-competition obligations under this Agreement shall not continue after the date of the termination of Executive’s employment with Company if such termination occurs for any reason at any time at or after the expiration of this Agreement as provided in paragraph 2.1 by reason of either Company or Executive having given an Expiration Notice pursuant to paragraph 2.1. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 months after the date of the termination of Executive’s employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionrestrictions.

Non-Competition Obligations. 7.1 As part of the consideration for the compensation and benefits to be paid to Executive Employee hereunder; , in keeping with Employee' duties as a fiduciary and in order to protect Employee' interests in the trade secrets and confidential information of the Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will relationships developed by Employee with the clients and potential clients of Company and its affiliates that has been and will in the future be developed in ExecutiveCompany, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and Executive Employee agree to the non-competition provisions of this Article 67. Executive Employee agrees that during the period of Executive’s Employee' non-competition obligations hereunder, Executive shall Employee will not, directly or indirectly for Executive Employee or for others, in any geographic area or market where the Company is or any of its affiliates are conducting any business as of the date Date of termination of Termination or have during the employment relationshipprevious 12 months conducted any business: (ia) engage in any business that is competitive with the business conducted by Companythe Company or its affiliates; (iib) render any advice or services to, or otherwise assist, any other person, association, association or entity who is engaged, directly or indirectly, with in any business that is competitive with the business conducted by Companythe Company or its affiliates; (iiic) induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or its affiliates, or hire or assist in solicit the hiring employment of any such employee by any person, association, association or entity not affiliated with the Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The These non-competition obligations under this Agreement shall apply during extend until the period that Executive is employed by Company and shall continue for 24 months after latter of (i) the date expiration of the Term and (ii) one year after termination of Executive’s the employment with Company for any reason. Executive relationship. 7.2 Employee understands that the foregoing restrictions may limit Executive’s his ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive Employee will receive sufficiently high remuneration and other benefits (e.g., the right to receive compensation under Article 6 for the remainder of the Term in certain circumstances) under this Agreement to justify such restrictionrestrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 7 by Employee, and the Company shall be entitled to enforce the provisions of this Article 7 by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 7, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee or his or her agents involved in such breach. 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article 7 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be enforced.

Non-Competition Obligations. 5.1 As part of the consideration for the compensation and benefits to be paid to Executive Employee hereunder; , in keeping with Employee's duties as a fiduciary, in order to protect the trade secrets and confidential information of Company and its affiliates that have been or will Company's interests in the future be disclosed or entrusted Confidential Information that the Company will furnish and make available to Executive, the business good will of Company and its affiliates that has been and will Employee in the future be developed in Executiveperformance of his duties with the Company, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and Executive Employee agree to the non-competition provisions of this Article 6. Executive V. Employee agrees that during the period of Executive’s Employee's non-competition obligations hereunder, Executive shall Employee will not, directly or indirectly for Executive Employee or for othersothers (as a principal, agent, owner, employee, consultant or otherwise), in any geographic area or market where the Company is or any of its subsidiaries are conducting any business as of the date of termination of the employment relationship:relationship or have during the previous twelve months conducted any business (the "Territory"): (i) engage in any business that is competitive with the business conducted by Companythe Company or its subsidiaries; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with in any business that is competitive with the business conducted by Companythe Company or its subsidiaries; (iii) induce any employee of the Company or any of its affiliates subsidiaries to terminate his or her employment with the Company or its affiliatessubsidiaries, or hire or assist in the hiring of any such employee by any a person, association, or entity not affiliated with the Company; (iv) call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting customers, orders or contracts for any business competitive with the Company or its subsidiaries within the Territory; or (ivv) request or cause any customer of testify as an expert witness in matters related to the Company's business for an adverse party to the Company or its affiliates in litigation; provided, that nothing contained herein shall interfere with Employee's duty to terminate any business relationship with Company or its affiliatestestify as a witness if required by law. The These non-competition obligations under this Agreement shall apply during Employee's employment with the period that Executive is employed by Company and its subsidiaries and shall continue for 24 extend until six months after the latest of (a) the expiration of the Stated Term or (b) Employee's actual termination of the employment with the Company and its subsidiaries if such termination occurs after the expiration of the Stated Term. Notwithstanding the foregoing, if termination of Employee's employment is the result of either an Involuntary Termination by the Company or a Good Reason Termination by the Employee, these non-competition obligations shall terminate six (6) months after the date of such Involuntary Termination or Good Reason Termination. In addition, such non-competition obligations shall not apply if Employee's employment is terminated on or following a Change of Control and shall not prohibit Employee from owning less than 2% of any class of securities of any public company even if such entity is engaged in competition with the termination Company or a subsidiary of Executive’s employment with Company for any reason. Executive the Company. 5.2 Employee understands that the foregoing restrictions may limit Executive’s Employee's ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive Employee will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article V by Employee, and the Company shall be entitled to enforce the provisions of this Article V by terminating any payments then owing to Employee under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article V, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee and his or her agents involved in such breach. Employee further agrees to waive any requirement for the Company's securing or posting of any bond in connection with such remedies. 5.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article V to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. 5.4 The covenants in this Article V are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. 5.5 All of the covenants in this Article V shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment, during which the agreements and covenants of Employee made herein shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Article V.

Non-Competition Obligations. (a) As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive inducement for Company Purchaser to enter into this Agreement, Company the Stockholders and Executive Purchaser agree to the non-competition provisions of this Article 6Section 10.4. Executive Each Stockholder agrees that during the period of Executive’s the Stockholder's non-competition obligations hereunder, Executive shall the Stockholder will not, directly or indirectly for Executive himself or herself or for others, within twelve miles of or in the county of any geographic area operations sold to Purchaser under this Agreement or market where Company is conducting any business operations subsequently under the executive management of such Stockholder as of the date of termination of in question or during the employment relationshipprevious twelve months: (i) engage in any business that is competitive with the any line of business conducted by CompanyGroup 1 or any of its subsidiaries or affiliates; (ii) render any advice or services to, or otherwise assist, including financing, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with any business that is competitive with the line of business conducted by CompanyGroup 1 or any of its subsidiaries or affiliates; (iii) induce any employee of Company Group 1 or any of its subsidiaries or affiliates to terminate his or her employment with Company Group 1 or any of its subsidiaries or affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request Group 1 or cause any customer of Company its subsidiaries or its affiliates to terminate any business relationship with Company or its affiliates. The These non-competition obligations under this Agreement shall apply during for the period specified in any employment agreement entered into by such Stockholder with Group 1 or its Subsidiaries. If Group 1 or any of its subsidiaries or affiliates abandons a particular aspect of its business, that Executive is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this non-competition covenant shall not apply to such former aspect of that business. Notwithstanding the foregoing, the non-competition obligations of this Section 10.4 shall not apply (i) to any Stockholder's operation and management of any dealership purchased in accordance with Section 10.3 hereof and (ii) with respect to (a) Kennxxx X. Xxxxx, xxch individual's passive investment in an automobile dealership owned and managed by members of his immediate family or affiliates of such individuals or (b) Cyntxxx X. Xxxxx, xxch individual's investment and management participation in an automobile dealership owned and operated by members of her immediate family or affiliates of such individuals, provided that Mrs. Xxxxx xxxtinues to devote substantially all of her business time, energy and best efforts to the business and affairs of Group 1, its subsidiaries and affiliates so long as she is employed an employee of Group 1 or any of its subsidiaries or affiliates. (b) During this non-competition period the Stockholders will not engage in these restricted activities or assist in the industry consolidation efforts on behalf of any publicly held entity in the automotive retailing industry (nor any entity with the ultimate intention of becoming a publicly held entity or being acquired in any manner by Company and shall continue for 24 months after the date a publicly held entity), regardless of the termination of Executive’s employment with Company for any reason. Executive understands geographic area or market. (c) The Stockholders understand that the foregoing restrictions may limit Executive’s their ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges acknowledge that Executive the Stockholders will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. The Stockholders acknowledge that money damages would not be sufficient remedy for any breach of this Section 10.4 by the Stockholders, and Group 1 or any of its subsidiaries or affiliates shall be entitled to enforce the provisions of this Section 10.4 by terminating any payments then owing to the Stockholders under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach, without any requirement for the securing or posting of any bond in connection with such remedies. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 10.4, but shall be in addition to all remedies available at law or in equity to Group 1 or any of its subsidiaries or affiliates, including, without limitation, the recovery of damages from Group 1 and the Stockholders' agents involved in such breach. (d) It is expressly understood and agreed that Group 1 and the Stockholders consider the restrictions contained in this Section 10.4 to be reasonably necessary to protect the legitimate business interests of Group 1 and its subsidiaries and affiliates, including the confidential and proprietary information and trade secrets of Group 1 and its subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having (e) The parties hereto expressly acknowledge that Purchaser's rights under this Section 10.4 are assignable and that such rights shall be fully enforceable by any of Purchaser's assignees or successors in interest.

Non-Competition Obligations. As part of the consideration (a) In exchange for the compensation Company’s promise to continue to divulge proprietary confidential trade secret like information as described in Section 9 above to Employee and benefits in order to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for induce Company to enter into make payments to Employee upon the occurrence of a termination of this Agreement or change of control as described in this Agreement, Employee hereby undertakes and agrees as follows: (i) Employee will not, directly or indirectly, for Employee or for others engage in any business in the geographic area competitive with Company’s or any of its affiliates line of specialty property and/or casualty insurance business as of the date of the termination of the employment relationship; (ii) render advice, or services to or otherwise assist, any other person who is engaged, directly or indirectly in any business in the geographic area (defined as those areas by county in which Company and Executive agree to has customers) that is competitive with Company for its affiliates line of specialty property or casualty insurance business as of the provisions date of this Article 6. Executive agrees that during the period termination of Executive’s non-competition obligations hereunder, Executive the employment relationship; (iii) Employee shall not, directly or indirectly for Executive Employee’s or for others, in following termination of Employee’s employment with the Company, encourage or induce any geographic area current or market where Company is conducting any business as former employee of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or any of its affiliates to terminate his or her leave the employment with of the Company or any of its affiliatesaffiliates or offer employment, or retain, hire or assist in the hiring of any such employee by any person, association, association or entity not affiliated with Companythe Company or any of its affiliates; orprovided, however, that nothing in this subsection (iii) shall prohibit Employee from offering employment to any prior employee of the Company or any of its affiliates who was not employed by the Company or any of its affiliates at any time in the twelve months prior to the termination of Employee’s employment (i.e. this subsection (iii) shall not apply to any prior employee who was not employed by the Company or any of its affiliates during the twelve months preceding the termination of Employee). (ivb) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under obligation set forth in this Agreement Section 10 shall apply during the Employee’s employment and for a period that Executive is employed by Company and shall continue for 24 months of one year after the date of the termination of Executive’s employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionemployment.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 12 months after the date of the termination of Executive’s employment with Company for any reasonreason except any termination of this Agreement pursuant to paragraph 2.1 (Termination by Expiration). For the avoidance of doubt, the non-competition obligations under this Agreement shall not continue after the date of the termination of Executive’s employment with Company if such termination occurs for any reason at any time at or after the expiration of this Agreement as provided in paragraph 2.1 by reason of either Company or Executive having given an Expiration Notice pursuant to paragraph 2.1. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionrestrictions.

Non-Competition Obligations. As part of the In consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information Employer’s promises contained in Section 2 of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executivethis Agreement, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company Employer to enter into this Agreement, Company Employer and Executive Employee agree to the non-competition provisions of this Article 6Section 3.1. Executive Employee agrees that during the period of ExecutiveEmployee’s non-competition obligations hereunder, Executive shall Employee will not, directly or indirectly for Executive Employee or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in the Restricted Area in any business that is competitive with the any line of business conducted by CompanyEmployer or any of its subsidiaries or affiliates (including without limitation any public or private auto retailer); (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engagedengaged in the Restricted Area, directly or indirectly, in any business competitive with any business that is competitive with the line of business conducted by CompanyEmployer or any of its subsidiaries or affiliates (including without limitation any public or private auto retailer); (iii) engage in any business of, render advice or services to, or otherwise assist, any private or public automobile dealership consolidator owning ten (10) or more dealerships at the time Employee seeks to engage in any business of, render advice or services to, or otherwise assist any such automobile dealership consolidator; (iv) solicit or accept the business of, or call upon, any customer or client of Employer for the purpose of conducting competitive business or otherwise seeking profit from a competitive activity; and (v) encourage or induce any current or former employee of Company Employer or any of its subsidiaries or affiliates to terminate his leave the employment of Employer or her employment with Company any of its subsidiaries or its affiliatesaffiliates or proselytize, or offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with CompanyEmployer or any of its subsidiaries or affiliates; or provided, however, that nothing in this subsection (ivv) request shall prohibit Employee from offering employment to any prior employee of Employer or cause any customer of Company its subsidiaries or affiliates who was not employed by Employer or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to terminate any business relationship with Company or its affiliatesthe termination of Employee’s employment. The non-competition obligations under set forth in this Agreement Section 3.1 shall apply during the Employee’s employment and for a period that Executive is employed by Company and shall continue for 24 months of two (2) years after the date of the termination of Executive’s employment. If Employer or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment with Company for any reason. Executive understands non-competition covenant shall not apply to such former aspect of that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionbusiness.

Non-Competition Obligations. As part of the Ancillary to and in consideration for the compensation mutual promises contained in Section 2 of this Agreement, and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information in consideration for Employer’s promises contained in Section 1 of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executivethis Agreement, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company Employer to enter into this Agreement, Company Employer and Executive Employee agree to the non-competition provisions of this Article 6Section 3.1. Executive Employee agrees that during the period of ExecutiveEmployee’s non-non- competition obligations hereunder, Executive shall Employee will not, directly or indirectly for Executive Employee or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in the Restricted Area in any business that is competitive with the any line of business conducted by CompanyEmployer or any of its subsidiaries or affiliates (including without limitation any public or private auto retailer); (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engagedengaged in the Restricted Area, directly or indirectly, in any business competitive with any business that is competitive with the line of business conducted by CompanyEmployer or any of its subsidiaries or affiliates (including without limitation any public or private auto retailer); (iii) engage in any business of, render advice or services to, or otherwise assist, any private or public automobile dealership consolidator owning ten (10) or more dealerships at the time Employee seeks to engage in any business of, render advice or services to, or otherwise assist any such automobile dealership consolidator; (iv) solicit or accept the business of, or call upon, any customer or client of Employer with whom Employee has had any business dealings during his employment with Employer for the purpose of conducting competitive business or otherwise seeking profit from a competitive activity; and (v) encourage or induce any current or former employee of Company Employer or any of its subsidiaries or affiliates to terminate his leave the employment of Employer or her employment with Company any of its subsidiaries or its affiliatesaffiliates or proselytize, or offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with CompanyEmployer or any of its subsidiaries or affiliates; or provided, however, that nothing in this subsection (ivv) request shall prohibit Employee from offering employment to any prior employee of Employer or cause any customer of Company its subsidiaries or affiliates who was not employed by Employer or any of its subsidiaries or affiliates at any time in the twelve (12) months prior to terminate any business relationship with Company or its affiliatesthe termination of Employee’s employment. The non-competition obligations under set forth in this Agreement Section 3.1 shall apply during the Employee’s employment and for a period that Executive is employed by Company and shall continue for 24 months of two (2) years after the date of the termination of Executive’s employment. If Employer or any of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases such aspect of its business with the intention to permanently refrain from such aspect of its business, then this post-employment non-competition covenant shall not apply to such former aspect of that business. Provided, however, this Section shall not apply if Employee seeks employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictiona automotive manufacturer.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; in light of Executive’s position as executive personnel to Company; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will goodwill of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as the United States (regardless of the date reason, if any, for the cessation of termination of the employment relationship:employment): (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request request, solicit, induce, or cause any customer of Company or its affiliates to terminate terminate, reduce, or limit any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 18 months after the date of the termination of Executive’s employment with Company ends if Executive’s termination of employment is for Good Reason, or by Company for any reasonreason other than the expiration of the term as described in paragraph 4.1 or for any reason other than a reason encompassed by paragraph 2.2(i) (Executive’s death or presumed death), 2.2(ii) (Executive’s disability), or 2.2(iii) (for Cause). Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that the restrictions are reasonable and necessary, and Executive acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; , to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; , and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that that, during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 12 months after the date of the termination of Executive’s employment with Company for any reasonreason except any termination of this Agreement pursuant to paragraph 2.1 (Termination by Expiration). For the avoidance of doubt, the non-competition obligations under this Agreement shall not continue after the date of the termination of Executive’s employment with Company if such termination occurs for any reason at any time at or after the expiration of this Agreement as provided in paragraph 2.1 by reason of either Company or Executive having given an Expiration Notice pursuant to paragraph 2.1. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionrestrictions.

Non-Competition Obligations. As part of the consideration a. In exchange for the compensation Company’s promise to continue to divulge proprietary confidential trade secret like information as described in Section 9 above to Employee and benefits in order to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for induce Company to enter into make payments to Employee upon the occurrence of a termination of this Agreement or change of control as described in this Agreement, Employee hereby undertakes and agrees as follows: (i) Employee will not, directly or indirectly, for Employee or for others engage in any business in the geographic area competitive with Company’s or any of its affiliates line of specialty property and/or casualty insurance business as of the date of the termination of the employment relationship; (ii) render advice, or services to or otherwise assist, any other person who is engaged, directly or indirectly in any business in the geographic area (defined as those areas by county in which Company and Executive agree to has customers) that is competitive with Company for its affiliates line of specialty property or casualty insurance business as of the provisions date of this Article 6. Executive agrees that during the period termination of Executive’s non-competition obligations hereunder, Executive the employment relationship; (iii) Employee shall not, directly or indirectly for Executive Employee’s or for others, in following termination of Employee’s employment with the Company, encourage or induce any geographic area current or market where Company is conducting any business as former employee of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or any of its affiliates to terminate his or her leave the employment with of the Company or any of its affiliatesaffiliates or offer employment, or retain, hire or assist in the hiring of any such employee by any person, association, association or entity not affiliated with Company; or (iv) request or cause any customer of the Company or any of its affiliates; provided, however, that nothing in this subsection (iii) shall prohibit Employee from offering employment to any prior employee of the Company or any of its affiliates to terminate any business relationship with who was not employed by the Company or any of its affiliates. affiliates at any time in the twelve months prior to the termination of Employee’s employment (i.e. this subsection (iii) shall not apply to any prior employee who was not employed by the Company or any of its affiliates during the twelve months preceding the termination of Employee). b. The non-competition obligations under obligation set forth in this Agreement Section 10 shall apply during the Employee’s employment and for a period that Executive is employed by Company and shall continue for 24 months of one year after the date of the termination of Executive’s employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionemployment.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive Employee hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to ExecutiveEmployee, the business good will of Company and its affiliates that has been and will in the future be developed in ExecutiveEmployee, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive Employee by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive Employee agree to the provisions of this Article 6. Executive Employee agrees that during the period of ExecutiveEmployee’s non-competition obligations hereunder, Executive Employee shall not, directly or indirectly for Executive Employee or for others, in any geographic area or market where Company is or its affiliates are conducting any business as of the date of termination of the employment relationshiprelationship or have during the previous 12 months conducted any business: (i) engage in any offshore supply vessel business serving the oil and gas industry that is competitive with the business conducted by CompanyCompany or its affiliates; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any offshore supply vessel business serving the oil and gas industry that is competitive with the business conducted by CompanyCompany or its affiliates; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The These non-competition obligations under this Agreement shall apply during the period that Executive Employee is employed by Company and shall continue for 24 months after until the date first anniversary of the termination of ExecutiveEmployee’s employment with Company for any reasonemployment. Executive Employee understands that the foregoing restrictions may limit ExecutiveEmployee’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive Employee will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction.

Non-Competition Obligations. As part of the consideration (a) In exchange for the compensation Company’s promise to continue to divulge proprietary confidential trade secret like information as described in Section 9 above to Employee and benefits in order to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for induce Company to enter into make payments to Employee upon the occurrence of a termination of this Agreement as described in this Agreement, Employee hereby undertakes and agrees as follows: (i) Employee will not, directly or indirectly, for Employee or for others engage in any business in the geographic area competitive with Company’s or any of its affiliates line of specialty property and/or casualty insurance business as of the date of the termination of the employment relationship; (ii) render advice, or services to or otherwise assist, any other person who is engaged, directly or indirectly in any business in the geographic area (defined as those areas by county in which Company and Executive agree to has customers) that is competitive with Company or its affiliates line of specialty property or casualty insurance business as of the provisions date of this Article 6. Executive agrees that during the period termination of Executivethe employment relationship; (iii) following termination of Employee’s non-competition obligations hereunder, Executive employment with the Company: Employee shall not, directly or indirectly for Executive Employee or for others, in encourage or induce any geographic area current or market where Company is conducting any business as former employee of the date of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is competitive with the business conducted by Company; (iii) induce any employee of Company or any of its affiliates to terminate his or her leave the employment with of the Company or any of its affiliates, or offer employment, retain, hire or assist in the hiring of any such employee by any person, association, association or entity not affiliated with Companythe Company or any of its affiliates; orEmployee shall also not permit any person, association or entity employing Employee (or professionally engaging Employee as an agent, contractor or otherwise) to offer employment, retain, hire or assist in the hiring of any such employee. (ivb) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under obligation set forth in this Agreement Section 10 shall apply during the Employee’s employment and for a period that Executive is employed by Company and shall continue for 24 months of one year after the date of the termination of Executive’s employment with Company for any reason. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictionemployment.

Non-Competition Obligations. 5.1 As part of the consideration for the compensation and benefits to be paid to Executive Employee hereunder; , in order to protect the trade secrets and confidential information of Company and its affiliates that have been or will Company's interests in the future be disclosed or entrusted Confidential Information that the Company will furnish and make available to Executive, the business good will of Company and its affiliates that has been and will Employee in the future be developed in Executiveperformance of his duties with the Company, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and Executive Employee agree to the non-competition provisions of this Article 6. Executive V. Employee agrees that during the period of Executive’s Employee's non-competition obligations hereunder, Executive shall Employee will not, directly or indirectly for Executive Employee or for othersothers (as a principal, agent, owner, employee, consultant or otherwise), in any geographic area or market where the Company is or any of its subsidiaries are conducting any business as of the date of termination of the employment relationship:relationship or have during the previous twelve months conducted any business (the "Territory"): (ia) engage in any business that is competitive with the business conducted by Companythe Company or its subsidiaries; (iib) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with in any business that is competitive with the business conducted by Companythe Company or its subsidiaries; (iiic) induce any employee of the Company or any of its affiliates subsidiaries to terminate his or her employment with the Company or its affiliatessubsidiaries, or hire or assist in the hiring of any such employee by any a person, association, or entity not affiliated with the Company; (d) call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting customers, orders or contracts for any business competitive with the Company or its subsidiaries within the Territory; or (ive) request or cause any customer of testify as an expert witness in matters related to the Company's business for an adverse party to the Company or its affiliates in litigation; provided, that nothing contained herein shall interfere with Employee's duty to terminate any business relationship with Company or its affiliatestestify as a witness if required by law. The These non-competition obligations under this Agreement shall apply during Employee's employment with the period that Executive is employed by Company and its subsidiaries and shall continue for 24 extend until twelve (12) months after Employee's actual termination of his employment with the Company. Notwithstanding the foregoing, if termination of Employee's employment is the result of either an Involuntary Termination by the Company or a Good Reason Termination by the Employee, these non-competition obligations shall terminate six (6) months after the date of such Involuntary Termination or Good Reason Termination. In addition, such non-competition obligations shall not apply if Employee's employment is terminated on or following a Change of Control and shall not prohibit Employee from owning less than 2% of any class of securities of any public company even if such entity is engaged in competition with the termination Company or a subsidiary of Executive’s employment with Company for any reason. Executive the Company. 5.2 Employee understands that the foregoing restrictions may limit Executive’s Employee's ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive Employee will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Employee acknowledges that money damages may not be sufficient remedy for any breach of this Article V by Employee, and the Company shall be entitled to enforce the provisions of this Article V by terminating any payments then owing to Employee under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article V, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Employee and his or her agents involved in such breach. Employee further agrees to waive any requirement for the Company's securing or posting of any bond in connection with such remedies. 5.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in this Article V to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. 5.4 The covenants in this Article V are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. 5.5 All of the covenants in this Article V shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment, during which the agreements and covenants of Employee made herein shall be effective, shall be computed by excluding from such computation any time during which Employee is in material violation of any provision of this Article V.

Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by Company and its affiliates; and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others, in any geographic area or market where Company is conducting any business as of the date of termination of the employment relationship: (i) engage in any business that is directly competitive with the business conducted by Company; (ii) render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any business that is directly competitive with the business conducted by Company; (iii) induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or (iv) request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates. The non-competition obligations under this Agreement shall apply during the period that Executive is employed by Company and shall continue for 24 twelve (12) months after the date of the termination of Executive’s employment with Company for any reason. Notwithstanding the foregoing, the restrictions set forth in this Section 6.1 shall not limit the ability of Executive to engage in any Permitted Activity. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction.