Common use of Noncompete, Nonsolicitation Clause in Contracts

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect of the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in Section 9, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is twenty-four (24) months after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN Group’s monthly marketing group meeting list of prospects issued during the twelve months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN Group’s products group manager (or Person fulfilling such function) issued in the twelve months prior to termination of Service, (iii) who is on MN Group’s internal list of prospects, or similar books and records, that each sales representative or client consultant (or their support staff) maintains in the twelve months prior to termination of Service; or (iv) who has met with sales or marketing personnel of the Company, MN Group or their Affiliates more than two times in the six months prior to termination of Service regarding the services provided by the Company, MN Group or their Affiliates. (e) The Participant acknowledges and agrees that the provisions of this Section 9 shall survive and be enforceable by the Company or MN Group after the Participant ceases to be an employee of the Company, MN Group or any of their Affiliates.

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that that, if the Participant has been granted Awards under the Plan, other than Awards pursuant to the Company’s Deferred Compensation Program, and/or awards under the 2011 Incentive Plan totaling more than $1,500,000 (valued at the time of grant) during the term of Participant’s employment, the Participant shall not, during the entire term of the applicable Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group Advisors or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange NYSE or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the applicable Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect (as defined herein) of the Company, MN Group Advisors or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN GroupAdvisors. The Participant further agrees that irreparable injury will result to the Company and MN Group Advisors in the event of any breach of the terms of this Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in this Section 9, the Company and MN Group Advisors will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in this Section 9, the Company or MN Group Advisors shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means means: (i) for areas within New York State (excluding New York City), Ohio and Florida (the “Protected Areas”), the period from the date the Participant commenced Service with the Company, MN Group Advisors or their Affiliates through the date that is twenty-four (24) months after his or her termination of Service with the Company or its Affiliates, or (ii) for all U.S. States (including New York City) other than the Protected Areas in which the Company, MN Advisors or their Affiliates do business, the period from the date the Participant commenced Service with the Company, MN Advisors or their Affiliates through the date that is ninety (90) days after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN GroupAdvisors’s monthly marketing group meeting list of prospects issued during the twelve (12) months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN GroupAdvisors’s products group manager (or Person fulfilling such function) issued in the twelve (12) months prior to termination of Service, (iii) who is on MN GroupAdvisors’s internal list of prospects, or similar books and records, that each sales representative or client consultant (or their support staff) maintains in the twelve (12) months prior to termination of Service; or (iv) who has met with sales or marketing personnel of the Company, MN Group Advisors or their Affiliates more than two times in the six months prior to termination of Service regarding the services provided by the Company, MN Group Advisors or their Affiliates. (e) The Participant acknowledges and agrees that the provisions of this Section 9 shall survive and be enforceable by the Company or MN Group after the Participant ceases to be an employee of the Company, MN Group or any of their Affiliates.

Noncompete, Nonsolicitation. (ai) In consideration of the granting mutual covenants provided for herein to the Seller at the Closing, during the period beginning on the Closing Date and ending on the second anniversary of the AwardClosing Date (the "Noncompete Period"), neither the Seller nor any of the Seller's Affiliates shall engage, and the Seller shall cause its Affiliates not to engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise), directly or indirectly (other than through the ownership of less than 1% of the outstanding equity of a publicly-traded entity) in the business of locating and marking utility lines for third parties in any geographic area in which SM&P conducts its business as of the Closing Date. Notwithstanding the foregoing, nothing herein shall preclude (A) the Seller or any of its Affiliates from acquiring any entity that operates a division, subsidiary or business unit that is engaged in the utility line locating and marking business if the revenues of such division, subsidiary or business unit for the most recently completed fiscal year (regardless of when such division, subsidiary or business unit was acquired by the entity to be acquired by the Seller) account for less than 15% of the total revenues of the acquired entity for such fiscal year, or (B) any entity that acquires the Seller from engaging in any business. For purposes of the foregoing clause (B), a transaction shall be deemed to involve an acquisition of the Seller if the Persons who beneficially owned a majority of the Seller's voting stock immediately prior to the transaction beneficially own less than a majority of the voting stock of the continuing or surviving entity immediately following the transaction. The Parties agree that the covenant set forth in this Section is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section is invalid or unenforceable, the Participant Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or geographical area, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (ii) The Seller agrees that that, during the entire term of the Noncompete Period (as defined below)Period, the Participant Seller (A) shall not, and shall cause its Affiliates not to, directly or indirectly, engage contact, approach or solicit (other than through advertising in a newspaper or become interest in, other publication not directed primarily to employees of SM&P) for the purpose of offering employment to or hiring (whether as owner, shareholder, partner, lender, investor, director, officer, an employee, consultant, agent, representative independent contractor or otherwise, ) any Person engaged in person employed by SM&P at any business competitive with that of time within two years prior to the Company, MN Group Closing Date or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period, without the Participant prior written consent of the Buyer, which shall notnot be unreasonably withheld or delayed, directly and (B) shall not induce or attempt to induce, and shall cause its Affiliates not to induce or attempt to induce, any customer or other business relation of SM&P to terminate its business relationship with SM&P or to materially reduce its business with SM&P. The term "indirectly, solicit " as used in this Section is intended to mean any acts authorized or directed by or on behalf of the Seller or any Person who is a Prospect of controlled by the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other PersonSeller. (ciii) The Participant acknowledges Seller shall, and agrees shall cause its Affiliates to, treat and hold as confidential any information concerning the business and affairs of SM&P that is not already generally available to the public (the "Confidential Information"). In the event that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual Seller or threatened breach of any of the provisions contained its Affiliates is requested or required (by oral question or request for information or documents in Section 9any legal proceeding, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9interrogatory, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdictionsubpoena, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is twenty-four (24) months after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN Group’s monthly marketing group meeting list of prospects issued during the twelve months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN Group’s products group manager (or Person fulfilling such function) issued in the twelve months prior to termination of Service, (iii) who is on MN Group’s internal list of prospectscivil investigative demand, or similar books and recordsprocess) to disclose any Confidential Information, that each sales representative the Seller shall, or client consultant (or their support staff) maintains in shall cause such Affiliate, to notify the twelve months prior to termination of Service; or (iv) who has met with sales or marketing personnel Buyer promptly of the Company, MN Group request or their Affiliates more than two times in requirement so that the six months prior to termination of Service regarding the services provided by the Company, MN Group Buyer may seek an appropriate protective order or their Affiliates. (e) The Participant acknowledges and agrees that waive compliance with the provisions of this Section 9 shall survive and be enforceable by Section. If, in the Company absence of a protective order or MN Group after the Participant ceases to be an employee receipt of a waiver hereunder, the Company, MN Group Seller or any of their Affiliatesits Affiliates is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Seller or such Affiliate may disclose the Confidential Information to the tribunal; provided that the Seller shall, or shall cause such disclosing Affiliate, to use its best efforts to obtain, at the request of the Buyer, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. (iv) The Seller shall not use or permit any of its Affiliates to use the "SM&P" or "SM&P Utility Resources, Inc." names or any names confusingly similar thereto in any manner anywhere in the world after Closing.

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect of the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in Section 9, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is twenty-four [two (242) months years]2 after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN Group’s monthly marketing group meeting list of prospects issued during the twelve months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN Group’s products group manager (or Person fulfilling such function) issued in the twelve months prior to termination of Service, (iii) who is on MN Group’s internal list of prospects, or similar books and records, that each sales representative or client consultant (or their support staff) maintains in the twelve months prior to termination of Service; or (iv) who has met with sales or marketing personnel of the Company, MN Group or their Affiliates more than two times in the six months prior to termination of Service regarding the services provided by the Company, MN Group or their Affiliates. (e) The Participant acknowledges and agrees that the provisions of this Section 9 shall survive and be enforceable by the Company or MN Group after the Participant ceases to be an employee of the Company, MN Group or any of their Affiliates.,

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that that, if the Participant has been granted Awards under the Plan and/or awards under the 2018 Long-Term Incentive Plan totaling more than $500,000 (valued at the time of grant) during the term of Participant’s employment, the Participant shall not, during the entire term of the applicable Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the applicable Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect of the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in Section 9, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means means: (i) for areas within New York State (excluding New York City), Ohio and Florida (the “Protected Areas”), the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is twenty-four (24) months after his or her termination of Service with the Company or its Affiliates, or (ii) for all U.S. States (including New York City) other than the Protected Areas in which the Company, MN Group or their Affiliates do business, the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is ninety (90) days after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN Group’s monthly marketing group meeting list of prospects issued during the twelve months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN Group’s products group manager (or Person fulfilling such function) issued in the twelve months prior to termination of Service, (iii) who is on MN Group’s internal list of prospects, or similar books and records, that each sales representative or client consultant (or their support staff) maintains in the twelve months prior to termination of Service; or (iv) who has met with sales or marketing personnel of the Company, MN Group or their Affiliates more than two times in the six months prior to termination of Service regarding the services provided by the Company, MN Group or their Affiliates. (e) The Participant acknowledges and agrees that the provisions of this Section 9 shall survive and be enforceable by the Company or MN Group after the Participant ceases to be an employee of the Company, MN Group or any of their Affiliates.

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that that, if the Participant has been granted Awards under the Plan and/or awards under the 2011 Incentive Plan totaling more than $500,000 (valued at the time of grant) during the term of Participant’s employment, the Participant shall not, during the entire term of the applicable Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group Advisors or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange NYSE or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the applicable Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect (as defined herein) of the Company, MN Group Advisors or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN GroupAdvisors. The Participant further agrees that irreparable injury will result to the Company and MN Group Advisors in the event of any breach of the terms of this Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in this Section 9, the Company and MN Group Advisors will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in this Section 9, the Company or MN Group Advisors shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means means: (i) for areas within New York State (excluding New York City), Ohio and Florida (the “Protected Areas”), the period from the date the Participant commenced Service with the Company, MN Group Advisors or their Affiliates through the date that is twenty-four (24) months after his or her termination of Service with the Company or its Affiliates, or (ii) for all U.S. States (including New York City) other than the Protected Areas in which the Company, MN Advisors or their Affiliates do business, the period from the date the Participant commenced Service with the Company, MN Advisors or their Affiliates through the date that is ninety (90) days after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN GroupAdvisors’s monthly marketing group meeting list of prospects issued during the twelve (12) months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN GroupAdvisors’s products group manager (or Person fulfilling such function) issued in the twelve (12) months prior to termination of Service, (iii) who is on MN GroupAdvisors’s internal list of prospects, or similar books and records, that each sales representative or client consultant (or their support staff) maintains in the twelve (12) months prior to termination of Service; or (iv) who has met with sales or marketing personnel of the Company, MN Group Advisors or their Affiliates more than two times in the six months prior to termination of Service regarding the services provided by the Company, MN Group Advisors or their Affiliates. (e) The Participant acknowledges and agrees that the provisions of this Section 9 shall survive and be enforceable by the Company or MN Group after the Participant ceases to be an employee of the Company, MN Group or any of their Affiliates.

Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that that, if the Participant has been granted Awards under the Plan and/or awards under the 2018 Long-Term Incentive Plan totaling more than $1,500,000 (valued at the time of grant) during the term of Participant’s employment, the Participant shall not, during the entire term of the applicable Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest interested in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class. (b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the applicable Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect of the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person. (c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in Section 9, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that such provision should be enforceable to the maximum extent permitted by law. (d) For purposes of this Section 9, the term “Noncompete Period” means means: (i) for areas within New York State (excluding New York City), Ohio and Florida (the “Protected Areas”), the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is twenty-four twelve (2412) months after his or her termination of Service with the Company or its Affiliates, or (ii) for all U.S. States (including New York City) other than the Protected Areas in which the Company, MN Group or their Affiliates do business, the period from the date the Participant commenced Service with the Company, MN Group or their Affiliates through the date that is ninety (90) days after his or her termination of Service with the Company or its Affiliates. For purposes of this Section 9, the term “Prospect” means any Person (i) who is on MN Group’s monthly marketing group meeting list of prospects issued during the twelve months prior to termination of Service; (ii) who is on the monthly, quarterly, or semiannual list of prospects submitted to MN Group’s products group manager (or Person fulfilling such function) issued in the twelve months prior to termination of Service, (iii) who is on MN Group’s internal list of prospects, or similar books and records, that each sales representative or client consultant (or their support staff) maintains in the twelve months prior to termination of Service; or (iv) who has met with sales or marketing personnel of the Company, MN Group or their Affiliates more than two times in the six months prior to termination of Service regarding the services provided by the Company, MN Group or their Affiliates. (e) The Participant acknowledges and agrees that the provisions of this Section 9 shall survive and be enforceable by the Company or MN Group after the Participant ceases to be an employee of the Company, MN Group or any of their Affiliates.