Common use of Non-Competition Obligations Clause in Contracts

Non-Competition Obligations. During the Term and, other than in the case of the death or disability of Executive, upon any termination of the employment of Executive, Executive shall not, until the earlier of (x) two years from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary termination of employment by Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined), or (ii) a termination by the Company for Cause (as hereinafter defined), the Company may elect, within 14 days after the date of such termination, to waive Executive's non-competition obligations, in which case it shall not be required to make payments to Executive during the Non-Competition Period, as provided in Section 5.05(a).

Non-Competition Obligations. During 5.1 As part of the Term andconsideration for the compensation and benefits to be paid to Employee hereunder, other than in keeping with Employee's duties as a fiduciary, in order to protect the Company's interests in the case Confidential Information that the Company will furnish and make available to Employee in the performance of his duties with the death or disability Company, and as an additional incentive for the Company to enter into this Agreement, the Company and Employee agree to the non-competition provisions of Executivethis Article V. Employee agrees that during the period of Employee's non-competition obligations hereunder, upon any termination of the employment of Executive, Executive shall Employee will not, until the earlier of (x) two years from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectlyindirectly for Employee or for others (as a principal, whether as an employee consultantagent, independent contractorowner, partneremployee, joint venturer consultant or otherwise), (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type geographic area or kind of business activities conducted by market where the Company or any of its divisions, subsidiaries affiliated companies is conducting any business as of the date of termination of the employment relationship or affiliates at have during the time of such termination; previous twelve months conducted any business (Bthe "Territory"): (i) on behalf of engage in any person or entity engaged in business activities competitive with the business activities conducted by the Company or its affiliates; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates; (iii) induce any employee of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of his or her employment or agency, as the case may be, with the Company or with its affiliates, or hire or assist in the hiring of any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any employee by a person, concernassociation, or entity from doing 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 affiliates within the Territory; or (v) testify as an expert witness in matters related to the Company's business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Employee's duty to testify as a witness if required by law. These non-competition obligations shall apply during Employee's employment with the Company and its affiliates and shall extend until six months after Employee's termination of the employment with the Company and its affiliates. Notwithstanding the foregoing, these non-competition obligations shall not apply if Employee's employment is terminated on or following a Change of Control. In addition, the foregoing restrictions shall not prohibit Employee from owning less than 2% of any class of its divisions, subsidiaries or affiliates, nor will he attempt to induce securities of any such person, concern or entity to cease being a customer or supplier of public company that is engaged in competition with the Company or an affiliate. 5.2 Employee understands that the foregoing restrictions may limit Employee's ability to engage in certain businesses during the period provided for above, but acknowledges that 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 its divisionsthe aforesaid restrictions are found by a court having jurisdiction to be unreasonable, subsidiaries or affiliatesoverly 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. The preceding sentence notwithstandingMoreover, in the case event any court of (i) 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 voluntary termination of employment by Executive prior defense to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined), or (ii) a termination the enforcement by the Company for Cause (as hereinafter defined), the Company may elect, within 14 days after the date of such terminationcovenants. It is specifically agreed that the period of six months following termination of employment, to waive Executive's non-competition obligationsduring 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 which case it shall not be required to make payments to Executive during the Non-Competition Period, as provided in Section 5.05(a).violation of any provision of this Article V.

Non-Competition Obligations. During 5.1 As part of the Term andconsideration for the compensation and benefits to be paid to Employee hereunder, other than in keeping with Employee's duties as a fiduciary, in order to protect the Company's interests in the case Confidential Information that the Company will furnish and make available to Employee in the performance of his duties with the death or disability Company, and as an additional incentive for the Company to enter into this Agreement, the Company and Employee agree to the non-competition provisions of Executivethis Article V. Employee agrees that during the period of Employee's non-competition obligations hereunder, upon any termination of the employment of Executive, Executive shall Employee will not, until the earlier of (x) two years from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectlyindirectly for Employee or for others (as a principal, whether as an employee consultantagent, independent contractorowner, partneremployee, joint venturer consultant or otherwise), (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type geographic area or kind of business activities conducted by market where the Company or any of its divisions, subsidiaries are conducting any business as of the date of termination of the employment relationship or affiliates at have during the time of such termination; previous twelve months conducted any business (Bthe "Territory"): (i) on behalf of engage in any person or entity engaged in business activities competitive with the business activities conducted by the Company or its subsidiaries; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its subsidiaries; (iii) induce any employee of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of his or her employment or agency, as the case may be, with the Company or with its subsidiaries, or hire or assist in the hiring of any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any employee by a person, concernassociation, or entity from doing 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 any its subsidiaries within the Territory; or (v) testify as an expert witness in matters related to the Company's business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Employee's duty to testify as a witness if required by law. These non-competition obligations shall apply during Employee's employment with the Company and its subsidiaries and shall 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 divisionssubsidiaries if such termination occurs after the expiration of the Stated Term. Notwithstanding the foregoing, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier if termination of Employee's employment is the result of either an Involuntary Termination by the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary termination of employment by Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined), or (ii) a termination Reason Termination by the Company for Cause Employee, these non-competition obligations shall terminate six (as hereinafter defined), the Company may elect, within 14 days 6) months after the date of such terminationInvoluntary Termination or Good Reason Termination. In addition, to waive Executive's such non-competition obligationsobligations 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 Company or a subsidiary of the Company. 5.2 Employee understands that the foregoing restrictions may limit Employee's ability to engage in certain businesses during the period provided for above, in which case it but acknowledges that 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 required deemed the exclusive remedies for a breach of this Article V, but shall be in addition to make payments all remedies available at law or in equity to Executive during the Non-Competition PeriodCompany, 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 provided so modified by the court, to be fully enforced. 5.4 The covenants in Section 5.05(a)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. During the Term and, other than in the case of the death or disability of Executivethe Employee, upon any termination of the employment of Executivethe Employee (including a termination by reason of either party's election not to extend the Term as provided in Section 2.01), Executive the Employee shall not, until during the earlier of (x) two years from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"Period (as defined below), directly or indirectly, whether as an employee employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities relating to catastrophe modeling, or underwriting catastrophe risks, on behalf of any person that competes, to a material extent, with the Company or its affiliates, or engage in other business activities reasonably determined by the Company's Board board to be competitive, to a material extent, with any substantial type or of kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary any termination of employment by Executive prior to a "Change in Control," the Company or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined)the Employee, or and (ii) a termination an election by the Company for Cause (or the Employee not to extend the term as hereinafter defined)provided in Section 2.01, the Company may elect, elect within 14 30 days after the date of such termination, to waive Executivethe Employee's non-competition obligations, in which case it shall not be required to make payments to Executive the Employee during the Non-Competition Period, as provided in Section section 5.05(a). Non-Competition Period means the period of one year following the date of termination of employment, or such shorter period as the Company may elect within 30 days after such termination.

Non-Competition Obligations. During the Term and, other than in the case of the death or disability of Executivethe Employee, upon any termination of the employment of Executivethe Employee (including a termination by reason of either party's election not to extend the Term as provided in Section 2.01), Executive the Employee shall not, until during the earlier of (x) two years from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"Period (as defined below), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities relating to catastrophe modeling, or underwriting catastrophe risks, on behalf of any person that competes, to a material extent, with the Company or its affiliates, or engage in other business activities reasonably determined by the Company's Board board to be competitive, to a material extent, with any substantial type or of kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary any termination of employment for any reason other than a termination by Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined)the Company without Cause, or (ii) a termination an election by the Company for Cause (or the Employee not to extend the term as hereinafter defined)provided in Section 2.01, the Company may elect, elect within 14 30 days after the date of such termination, to waive Executivethe Employee's non-competition obligations, obligations in which case it shall not be required to make payments to Executive the Employee during the Non-Competition Period, as provided in Section section 5.05(a). Non-Competition Period means the period of one year following the date of termination of employment, or such shorter period as the Company may elect within 30 days after such termination; provided, however, in the case of a termination of employment by the Company without Cause, the Non-Competition Period shall in no event be less than one year multiplied by a fraction, the numerator of which equals the Required Amount (as defined in Section 5.05(a)(ii) below), and the denominator of which is the full amount that would otherwise be due pursuant to Section 5.05(a)(i) hereof had the Company elected to have a Non-Competition Period of one year (the "Minimum Non-Competition Period").

Non-Competition Obligations. During the Term and, other than in the case of the death or disability of the Executive, upon any termination of the employment of Executivethe Executive (including a termination by reason of either party's election not to extend the Term as provided in Section 2.01), the Executive shall not, until the earlier for a period of (x) two years one year from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary termination of employment by the Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" following a "Change in Control" (each as hereinafter defined), or (ii) a termination by the Company for Cause (as hereinafter defined), or (iii) an election by the Executive not to extend the term as provided in Section 2.01, the Company may elect, within 14 days after the date of such termination, to waive the Executive's non-competition obligations, in which case it shall not be required to make payments to the Executive during the Non-Competition Period, as provided in Section 5.05(a).

Non-Competition Obligations. During the Term Executive's employment and, other than in the case of the death or disability of Executive, --------------------------- upon any termination of Executive's employment (including upon the employment expiration of the Term on the earlier of July 1, 2001 or the date one year following a Change in Control), other than (a) a termination of Executive's employment by reason of his death or disability, or (b) a termination of Executive's employment by the Company without Cause, or by Executive for Good Reason, which occurs prior to a Change in Control, the Executive shall not, until the earlier for a period of (x) two years one year from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (Ai) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (Bii) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (Ciii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, (I) in the event of a termination of Executive's employment by the Company for Cause, or by Executive without Good Reason, which occurs within one year following a Change in Control, the Non- Competition Period shall be one year from the date of such termination, plus a number of days equal to (x) 365, minus (y) the number of days which have elapsed from the date of such Change in Control until the date of such termination, provided that it shall expire no later than June 30, 2002; and (II) irrespective of whether a Change in Control has occurred, in the case of (iA) a voluntary termination of employment by the Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" , (each as hereinafter defined), or (iiB) a termination by the Company for Cause Cause, or (as hereinafter defined)C) a termination which occurs by reason of the expiration of the Term on the earlier of July 1, 2001 or the date one year following a Change in Control, the Company may elect, within 14 days after the date of such termination, to waive the Executive's non-competition obligations, in which case it shall not be required to make payments to the Executive during the Non-Competition Period, as provided in Section 5.05(a)) of this Agreement.

Non-Competition Obligations. During the Term and, other than in the case of the death or disability of Executive, upon any termination of the employment of Executive, Executive shall not, until the earlier of (x) two years from the date of such termination or (y) June 30, 2004 2005 (the "Non-Competition Period"), directly or indirectly, whether as an employee employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary termination of employment by Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined), or (ii) a termination by the Company for Cause (as hereinafter defined), or (iii) a termination by reason of Executive's disability, the Company may elect, within 14 days after the date of such termination, to waive Executive's non-competition obligations, in which case it shall not be required to make payments to Executive during the Non-Competition Period, as provided in Section 5.05(a).

Non-Competition Obligations. During the Term Executive's employment and, other than in the case of the death or disability of Executive, upon any termination of Executive's employment (including upon the employment expiration of the Term on the earlier of July 1, 2005 or the date one year following a Change in Control), other than (a) a termination of Executive's employment by reason of his death or disability, or (b) a termination of Executive's employment by the Company without Cause, or by Executive for Good Reason, which occurs prior to a Change in Control, the Executive shall not, until the earlier for a period of (x) two years one year from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (Ai) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (Bii) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (Ciii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, (I) in the event of a termination of Executive's employment by the Company for Cause, or by Executive without Good Reason, which occurs within one year following a Change in Control, the Non-Competition Period shall be one year from the date of such termination, plus a number of days equal to (x) 365, minus (y) the number of days which have elapsed from the date of such Change in Control until the date of such termination, provided that it shall expire no later than June 30, 2006; and (II) irrespective of whether a Change in Control has occurred, in the case of (iA) a voluntary termination of employment by the Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" , (each as hereinafter defined), or (iiB) a termination by the Company for Cause Cause, or (as hereinafter defined)C) a termination which occurs by reason of the expiration of the Term on the earlier of July 1, 2005 or the date one year following a Change in Control, the Company may elect, within 14 days after the date of such termination, to waive the Executive's non-competition obligations, in which case it shall not be required to make payments to the Executive during the Non-Competition Period, as provided in Section 5.05(a)) of this Agreement.

Non-Competition Obligations. During the Term Executive's employment and, other than in the case of the death or disability of Executive, upon any termination of Executive's employment (including upon the employment expiration of the Term on the earlier of July 1, 2001 or the date one year following a Change in Control), other than (a) a termination of Executive's employment by reason of his death or disability, or (b) a termination of Executive's employment by the Company without Cause, or by Executive for Good Reason, which occurs prior to a Change in Control, the Executive shall not, until the earlier for a period of (x) two years one year from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (Ai) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (Bii) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (Ciii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, (I) in the event of a termination of Executive's employment by the Company for Cause, or by Executive without Good Reason, which occurs within one year following a Change in Control, the Non-Competition Period shall be one year from the date of such termination, plus a number of days equal to (x) 365, minus (y) the number of days which have elapsed from the date of such Change in Control until the date of such termination, provided that it shall expire no later than June 30, 2002; and (II) irrespective of whether a Change in Control has occurred, in the case of (iA) a voluntary termination of employment by the Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" , (each as hereinafter defined), or (iiB) a termination by the Company for Cause Cause, or (as hereinafter defined)C) a termination which occurs by reason of the expiration of the Term on the earlier of July 1, 2001 or the date one year following a Change in Control, the Company may elect, within 14 days after the date of such termination, to waive the Executive's non-competition obligations, in which case it shall not be required to make payments to the Executive during the Non-Competition Period, as provided in Section 5.05(a)) of this Agreement.

Non-Competition Obligations. During the Term and, other than --------------------------- in the case of the death or disability of the Executive, upon any termination of the employment of Executivethe Executive (including a termination by reason of either party's election not to extend the Term as provided in Section 2.01), the Executive shall not, until the earlier for a period of (x) two years one year from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"), directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary termination of employment by the Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" following a "Change in Control" (each as hereinafter defined), or (ii) a termination by the Company for Cause (as hereinafter defined), or (iii) an election by the Executive not to extend the term as provided in Section 2.01, the Company may elect, within 14 days after the date of such termination, to waive the Executive's non-competition obligations, in which case it shall not be required to make payments to the Executive during the Non-Competition Period, as provided in Section 5.05(a).

Non-Competition Obligations. During the Term and, other than in the case of the death or disability of Executivethe Employee, upon any termination of the employment of Executivethe Employee (including a termination by reason of either party’s election not to extend the Term as provided in Section 2.01), Executive the Employee shall not, until during the earlier of (x) two years from the date of such termination or (y) June 30, 2004 (the "Non-Competition Period"Period (as defined below), directly or indirectly, whether as an employee employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities relating to catastrophe modeling, or underwriting catastrophe risks, on behalf of any person that competes, to a material extent, with the Company or its affiliates, or engage in other business activities reasonably determined by the Company's Board ’s board to be competitive, to a material extent, with any substantial type or of kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's ’s contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary any termination of employment by Executive prior to a "Change in Control," the Company or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined)the Employee, or and (ii) a termination an election by the Company for Cause (or the Employee not to extend the term as hereinafter defined)provided in Section 2.01, the Company may elect, elect within 14 30 days after the date of such termination, to waive Executive's the Employee’s non-competition obligations, in which case it shall not be required to make payments to Executive the Employee during the Non-Competition Period, as provided in Section section 5.05(a). Non-Competition Period means the period of one year following the date of termination of employment, or such shorter period as the Company may elect within 30 days after such termination.

Non-Competition Obligations. During the Term Executive's employment and, other than in the case of the death or disability of Executive, upon any termination of Executive's employment (including upon the employment expiration of Executivethe Term on the earlier of June 30, 2007 or the date one year following a Change in Control), Executive shall not, for a period extending until the earlier of (x) two years from the date of such termination termination, or (y) June 30, 2004 (the "Non-Competition Period")2008, directly or indirectly, whether as an employee consultant, independent contractor, partner, joint venturer or otherwise, (Ai) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (Bii) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (Ciii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliatesaffiliates (clauses (i) through (iii) being, "Competitive Activities"). The preceding sentence notwithstandingIn addition, Executive shall be prohibited from engaging in Competitive Activities until the case later of (i) a voluntary termination the expiration or cancellation of employment by Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined)all Premium Options, or (ii) a termination by the Company for Cause (as hereinafter defined), the Company may elect, within 14 days after the date of such termination, to waive one year following Executive's non-competition obligations, exercise of his last remaining Premium Options. The determination of whether Executive has engaged in which case it Competitive Activities shall not be required to make payments to Executive during made in accordance with the Non-Competition Period, as provided procedure set forth in Section 5.05(a)) hereof.

Non-Competition Obligations. During the Term and, other than in the case of the death or disability of Executive, upon any termination of the employment of Executive, Executive shall not, until the earlier of (x) two years from the date of such termination or (y) June 30, 2004 2009 (the "Non-Competition Period"), directly or indirectly, whether as an employee employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) engage in any business activities reasonably determined by the Company's Board to be competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company or any of its divisions, subsidiaries or affiliates at the time of such termination; (B) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company or any of its divisions, subsidiaries or affiliates to terminate such person's contract of employment or agency, as the case may be, with the Company or with any such division, subsidiary or affiliate or (C) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its divisions, subsidiaries or affiliates, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company or any of its divisions, subsidiaries or affiliates. The preceding sentence notwithstanding, in the case of (i) a voluntary termination of employment by Executive prior to a "Change in Control," or a voluntary termination following a "Change in Control" which is not for "Good Reason" (each as hereinafter defined), or (ii) a termination by the Company for Cause (as hereinafter defined), or (iii) a termination by reason of Executive's disability, the Company may elect, within 14 days after the date of such termination, to waive Executive's non-competition obligations, in which case it shall not be required to make payments to Executive during the Non-Competition Period, as provided in Section 5.05(a).