Common use of Noncompetition Agreement Clause in Contracts

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company are national in scope, and that the Company operates in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the Company, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates as of the date of termination of the Executive's employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination by the Company of the Executive's employment due to a disability, the Executive shall no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will no longer qualify for payments pursuant to Section 9(a)).

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company are national in scope, and that the Company operates in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the Company, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's ’s voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates Affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "“Competitive Business" ” (as defined below). "“Competitive Business" ” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employsemploying, contracts contracting or consults consulting with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates Affiliates as of the date of termination of the Executive's ’s employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's ’s employment for Cause hereunder, upon termination of the Executive's ’s employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates Affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination by the Company of the Executive's ’s employment due to a disability, the Executive shall may elect in writing to no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will upon such election shall no longer qualify for payments pursuant to Section 9(a)).

Noncompetition Agreement. The Executive acknowledges and agrees that the insurance business and operations of the Company and its Affiliates are national international in scope, and that the Company operates and its Affiliates operate in multiple locations and business segments in the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the CompanyCompany and its Affiliates, and for a period of eighteen (18) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or the Executive's ’s voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates Affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "“Competitive Business" ” (as defined below). "“Competitive Business" ” shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance and reinsurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material business of the Company or any of its affiliates Affiliates as of the date of termination of the Executive's ’s employment. In the event that this paragraph 7 shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's ’s employment for Cause hereunder, upon termination of the Executive's ’s employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates Affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination by the Company of the Executive's ’s employment due to a disability, the Executive shall no longer be subject to the restrictions in (1) and (2) of this Section 7(a) (but will no longer qualify for payments pursuant to Section 9(a)).

Noncompetition Agreement. The Executive acknowledges and a. MLS agrees that for two years after the insurance business and operations date of termination of employment ("Date of Termination"), MLS will not, without the Company are national in scope, and that the Company operates in multiple locations and business segments consent as defined in the course consulting agreement of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his employment with the Company, and for a period of eighteen (18i) months following the termination of such employment for any reason (whether termination occurs during, upon expiration of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall not directly or indirectly compete with the business of the Company or its affiliates by becoming a shareholder, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" Participate In (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) any other material entity or organization in the business of providing broadband communications services (which term shall include, without limitation, any one or more of video programming and/or distribution, interactive television, telephone and Internet access services) in competition with the Company or any of its affiliates as subsidiaries in the respective geographic areas (the "Territory"), where the Company or its subsidiaries conducted such businesses at the Date of Termination ("Restricted Business") and, in view of the date of termination of the Executive's employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) of this Section 7(a), and (B) in the event of termination continuing expansion by the Company of its broadband services in Europe, all of Europe shall be considered one geographic area and any activities of MLS European countries related to broadband services shall be deemed "in competition with the Executive's Company" for purposes of this paragraph and prohibited, or (ii) directly or indirectly solicit or interfere with, or endeavor to entice away from the Company or its subsidiaries any of their respective suppliers, customers or employees. The employment due by MLS or a business that MLS Participates In of a person employed or formerly employed by the Company shall not be prohibited by the foregoing provision if such person sought out employment on his own initiative without initial encouragement, direct or indirect, by MLS. b. The term "Participate In" shall mean: "directly or indirectly, for his own benefit or for, with or through any other person, entity or corporation, own, manage, operate, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, member, consultant, advisor, agent, independent contractor, creditor, guarantor, financial backer, stockholder, investor or otherwise with, or acquiesce in the use of his name in." Notwithstanding the foregoing, MLS shall not be deemed to Participate In a Restricted Business merely because MLS (a) owns not more than 10% of the outstanding equity of an entity, or (b) is employed by or acts as a consultant, advisor or independent contractor to a disabilitybusiness unit of an entity or organization that is not related, the Executive shall no longer be subject directly or indirectly, to the restrictions in (1) and (2) Restricted Business of this Section 7(a) (but will no longer qualify for payments pursuant to Section 9(a))such entity or organization.

Noncompetition Agreement. The Executive acknowledges and agrees that Without the insurance business and operations prior written consent of the Company, Executive shall not, for so long as he is employed by Employer and thereafter for a period of two (2) years, directly or indirectly, either as an individual, a partner or a joint venturer, or in any other capacity, in the continental United States, (i) invest (other than investments in publicly-owned companies which constitute not more than 1% of the voting securities of any such company) or engage in any business that is competitive with the business of Company, (ii) accept employment with or render services to a competitor of Company are national in scopeas a director, and officer, agent, employee or consultant, (iii) contact, solicit or attempt to solicit or accept business from any (a) customers of Company with respect to products that Company offers now or anytime during the Executive’s employment with the Company operates in multiple locations and or (b) person or entity whose business segments in Company is soliciting with respect to products that Company offers now or anytime during the course of conducting its business. In consideration of this Agreement and the equity interests being made available to the Executive hereunder, the Executive covenants and agrees that during his Executive’s employment with the Company, or (iv) take any action inconsistent with the fiduciary relationship of Executive and for a period Company. Executive expressly agrees that the scope of eighteen (18) months following Company’s trade area presently encompasses the continental United States and that the restrictions contained herein are reasonable under the circumstances. A business shall be competitive with that of Company if such business involves primarily the design, manufacturing or marketing of any fashion accessories, including but not limited to, watches, handbags, belts, sunglasses, small leather goods, or any other product that is designed, manufactured or marketed by Company at the time of termination of such Executive’s employment for any reason (whether termination occurs duringby the Company. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 4 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; however, upon expiration Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, or following the original or the renewal term hereof), including without limitation as a result of his discharge by the Company with or without Cause or Executive's voluntary resignation, the Executive shall and not directly or indirectly compete with the business in derogation of the Company or its affiliates by becoming a shareholderprovisions of this Section 4, officer, agent, employee, partner or director of any other corporation, partnership or other entity, or otherwise render services to or assist or hold an interest (except as less than a one percent (1%) shareholder of a publicly traded company), in any "Competitive Business" (as defined below). "Competitive Business" shall mean any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that engages in (1) the specialty property and casualty insurance business, including excess and surplus lines, non-admitted insurance lines, program-style insurance lines and/or reinsurance, (2) the insurance agency or brokerage business, (3) employs, contracts or consults with any managing general agent or producer of the Company and (4) Executive agree that in the event a court should decline to enforce any other material business terms of any of the Company or any of its affiliates as of the date of termination of the Executive's employment. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of its being too great a period of time or covering too great a geographical area, it shall be in full force and in effect as to that period of time or geographical area determined to be reasonable by the court. Notwithstanding anything to the contrary contained herein (A) other than in the case of a termination of the Executive's employment for Cause hereunder, upon termination of the Executive's employment by the Company without Cause or as a result of his disability, the Executive may elect in writing to have the Company acquire his then outstanding common stock and options in the Company at the lower of cost or fair market value (as determined by the Board of the Company) and in connection therewith execute a release, in form acceptable to the Company, which releases the Company and its affiliates (including FPC and its affiliates) from all obligations to make payments under Section 9 of this Agreement, and upon compliance by the Executive with the foregoing obligations, the Executive shall no longer be subject to the restrictions set forth in subclauses (1) and (2) provisions of this Section 7(a)4, and (B) in the event of termination by that Section 4 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company of the Executive's employment due to a disability, the Executive shall no longer be subject to the restrictions maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, in (1) and (2) no event shall the provisions of this Section 7(a) (but will no longer qualify for payments pursuant 4 be deemed to Section 9(a))be more restrictive to Executive than those contained herein.