Common use of Restriction on Competition Clause in Contracts

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Restricted Period, it would be impossible for the Executive not to disclose, rely on, or use the Company’s and its Affiliates’ Trade Secrets and Confidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, the Company’s and its Affiliates’ Trade Secrets and Confidential Information, and to protect the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and Canada (the “Restricted Area”) that at any time during the Period of Employment, or any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes of this Agreement, the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) information, including the value Confidential Information, the Executive has acquired and will acquire during the course of the consideration received directly Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or indirectly by her pursuant disclose Confidential Information or to trade on the goodwill belonging to the Stock Purchase Agreement is substantial Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that preservation his services have been and will be of special, unique and extraordinary value to the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Restricted Period, it would be impossible very difficult for the Executive not to disclose, rely on, on or use the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during the Restricted Period, the Executive should will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below)Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwiseintellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of this Agreement, “Competing Business” means a Person anywhere person or entity that is engaged in the continental United States and Canada (the “Restricted Area”) that at any time during the Period of Employmentdesigning, manufacturing, marketing, distributing or any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the selling Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonableProducts. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” shall refer to means the period of employment through and including twelve (i12) the twenty-four month period months after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason)date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such corporationPerson and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing body.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) information, including the value Confidential Information, the Executive has acquired and will acquire during the course of the consideration received directly Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or indirectly by her pursuant disclose Confidential Information or to trade on the goodwill belonging to the Stock Purchase Agreement is substantial Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: The Executive acknowledges that, in the course of her employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that preservation her services have been and will be of special, unique and extraordinary value to the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Restricted Period, it would be impossible very difficult for the Executive not to disclose, rely on, on or use the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during the Restricted Period, the Executive should will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person -Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, of any Competing Business (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and Canada (the “Restricted Area”) that at any time during the Period of Employment, or any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes of this Agreement, the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive affirmatively representsacknowledges that, acknowledges and agrees that (a) in the value course of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated Executive’s employment with the Company is a part and/or its Affiliates and their predecessors, she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that Executive’s services have been and will be of special, unique and extraordinary value to the consideration which the Investors are receiving in the Stock Purchase Agreement Company and (b) its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Restricted Periodtwelve months following the Severance Date, it would be impossible very difficult for the Executive not to disclose, rely on, on or use the Company’s and its Affiliates’ Trade Secrets trade secrets and Confidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s and its Affiliates’ Trade Secrets trade secrets and Confidential Information, and to protect such trade secrets and Confidential Information and the Company’s and its Affiliates’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during for a period of twelve months after the Restricted PeriodSeverance Date, the Executive should will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below)Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and Canada elsewhere in the world where the Company and its Affiliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of EmploymentEmployment has competed, or at any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes of this Agreement, the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after following the Severance DateDate competes, if the severance event is as a result of any other reason (other than a termination of employment by with the Company or any of its Affiliates in the provision of travel services, including, without Cause or a resignation for Good Reasonlimitation, travel services related to the cruise ship industry (the “Business”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive affirmatively representsa. Participant acknowledges that, acknowledges in the course of his or her service with Athene, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. Participant agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Restricted Period, it would be impossible very difficult for the Executive Participant not to disclose, rely on, on or use the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during the Restricted Period, the Executive should Participant will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below)Business. For purposes of this Restrictive Covenants Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Restrictive Covenants Agreement, “Restricted Area” means anywhere in the United States, Bermuda and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business on the date of Participant’s Termination of Relationship (provided that as of the date of Participant’s Termination of Relationship, to the knowledge of Participant, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of Participant’s Termination of Relationship). For purposes of this Restrictive Covenants Agreement, “Competing Business” means a Person anywhere in the continental United States and Canada (the “Restricted Area”) that at any time during the Period Participant’s period of Employmentservice has competed, or any and time during the twelve (12) month period following the date of Participant’s Termination of Relationship begins competing with the Protected Companies anywhere in the Restricted Period engages Area and in the business of operating (i) retail stores for annuities, (ii) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (iii) reinsuring blocks of existing annuity business, (iv) issuing funding agreements or participating in a funding agreement backed note program, (v) pension risk transfer transactions, (vi) managing investments held by ceding companies pursuant to funds withheld and/or modified coinsurance contracts with their affiliates, (vii) managing investments in the sale life insurance industry, or (viii) any other significant business conducted by the Protected Companies as of womenthe date of Participant’s apparelTermination of Relationship and any significant business the Protected Companies conduct in the twelve (12) month period after Participant’s Termination of Relationship (provided that as of the date of Participant’s Termination of Relationship, jewelryto the knowledge of Participant, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree such business has been discussed as a business that the Company intends to engage Protected Companies reasonably contemplate engaging in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonablewithin such twelve (12) month period). For purposes of this Restrictive Covenants Agreement, the “Restricted Period” shall refer means Participant’s period of service until his or her Termination of Relationship, and thereafter through and including: (A) twelve (12) months following Participant’s Termination of Relationship with respect to (i) any Participant with a title of CEO, President or EVP at the twenty-four month period after the Severance Date if the severance event is as a result time of the ExecutiveTermination of Relationship; (B) nine (9) months following Participant’s termination Termination of employment by Relationship with respect to any Participant with a title of SVP at the Company without Cause or her resignation for Good Reason, time of the Termination of Relationship and (iiC) six (6) months following Participant’s Termination of Relationship with respect to any Participant with a title of VP at the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% time of the outstanding stock Termination of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationRelationship.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is As a material part of the -------------------------- consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Restricted Period, it would be impossible for the Executive not to disclose, rely on, or use the Company’s and its Affiliates’ Trade Secrets and Confidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, the Company’s and its Affiliates’ Trade Secrets and Confidential Information, and to protect the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below). For purposes of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through any other Person engage in” shall includeindirectly, without limitationown, any direct manage, operate, or indirect ownership or profit participation interest in such enterprise, whether be connected as an ownerofficer, stockholder, memberemployee, partner, joint venturer director, shareholder, adviser or, financially or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere with anyone else in the continental conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and Canada venue as defined herein (hereinafter referred to as "Unenforceable"), (ii) the “Restricted Area”) that states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the Period term of EmploymentEMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other relief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4, including without limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, including without limitation, attorneys fees. Any such attorneys fees shall be calculated on a time and time during charges basis. If any provision hereunder shall be deemed to be contrary to law, the Restricted Period engages in remainder of this provision shall constitute the business of operating retail stores for agreement between the sale of women’s apparelparties. Anything to the contrary, jewelrynotwithstanding, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that this Paragraph 5 shall survive the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes termination or earlier cancellation of this Agreement, . EMPLOYEE can own up to five (5%) percent of the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is stock of publicly traded transportation companies as a result passive investor but shall take no part in the management or direction of such companies. Additionally, EMPLOYEE shall be paid seventy-five (75%) percent of base salary paid quarterly, following the Executive’s termination of employment his service under this Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a position with another firm or institution or is retained as a consultant by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationCOMPANY.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is As a material part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Restricted Period, it would be impossible for the Executive not to disclose, rely on, or use the Company’s and its Affiliates’ Trade Secrets and Confidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, the Company’s and its Affiliates’ Trade Secrets and Confidential Information, and to protect the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below). For purposes -------------------------- of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through any other Person engage in” shall includeindirectly, without limitationown, any direct manage, operate, or indirect ownership or profit participation interest in such enterprise, whether be connected as an ownerofficer, stockholder, memberemployee, partner, joint venturer director, shareholder, adviser or, financially or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere with anyone else in the continental conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and Canada venue as defined herein (hereinafter referred to as "Unenforceable"), (ii) the “Restricted Area”) that states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the Period term of EmploymentEMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other relief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4, including without limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, including without limitation, attorneys fees. Any such attorneys fees shall be calculated on a time and time during charges basis. If any provision hereunder shall be deemed to be contrary to law, the Restricted Period engages in remainder of this provision shall constitute the business of operating retail stores for agreement between the sale of women’s apparelparties. Anything to the contrary, jewelrynotwithstanding, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that this Paragraph 5 shall survive the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes termination or earlier cancellation of this Agreement, . EMPLOYEE can own up to five (5%) percent of the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is stock of publicly traded transportation companies as a result passive investor but shall take no part in the management or direction of such companies. Additionally, EMPLOYEE shall be paid seventy-five (75%) percent of base salary paid quarterly, following the Executive’s termination of employment his service under this Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a position with another firm or institution or is retained as a consultant by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationCOMPANY.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) information, including the value Confidential Information, the Executive has acquired and will acquire during the course of the consideration received directly Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 8 is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or indirectly by her pursuant disclose Confidential Information or to trade on the goodwill belonging to the Stock Purchase Agreement is substantial Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby acknowledges and agrees as follows: (i) In the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), the Executive has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that preservation his services have been and will be of special, unique and extraordinary value to the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Restricted Period, it would be impossible very difficult for the Executive not to disclose, rely on, on or use the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during the Restricted Period, the Executive should will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, of any Competing Business Business; it being understood that the restrictions in this Section 8(e) shall cease to apply in the event of a sale of all or substantially all of the assets or equity of the Company. (as defined below). For purposes of this Agreement, the ii) The phrase “directly or indirectly through any other Person engage in” shall include, without limitation, (x) any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwiseotherwise (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of any Person competitive with the US Flag Crude and Product tanker/ATB trade, or business of the Company or its affiliates at the Date of Separation from Service (the “Competing Business”), and shall include (y) any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology intellectual property, whether or otherwisenot for compensation. For purposes of this AgreementSection 8, “Competing Business” means the term "Restricted Period" shall mean the Executive’s period of employment with the Protected Companies and a Person anywhere in period of twelve (12) months following the continental United States and Canada (the “Restricted Area”) that at any time during the Period Date of Employment, or any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonableSeparation from Service. For purposes of this AgreementSection 8, the term “Restricted PeriodPerson” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause mean any individual, partnership, corporation, limited liability company, unincorporated organization, trust, joint venture or her resignation for Good Reasonsimilar entity, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationgovernmental agency or political subdivision thereof.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) information, including the value Confidential Information, the Executive has acquired and will acquire during the course of the consideration received directly Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield Executives from pressure to use or indirectly by her pursuant disclose Confidential Information or to trade on the goodwill belonging to the Stock Purchase Agreement is substantial Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that preservation his services have been and will be of special, unique and extraordinary value to the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Restricted Period, it would be impossible very difficult for the Executive not to disclose, rely on, on or use the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during the Restricted Period, the Executive should will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below)Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employeeExecutive, consultant, director, officer, officer or licensor of technology or otherwiseintellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of this Agreement, “Competing Business” means a Person anywhere person or entity that is engaged in the continental United States and Canada (the “Restricted Area”) that at any time during the Period of Employmentdesigning, manufacturing, marketing, distributing or any and time during the Restricted Period engages in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the selling Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonableProducts. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its subsidiaries, or those categories of products which the Company or any of its subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of this Agreement, “Restricted Period” shall refer to means the period of employment through and including twelve (i12) the twenty-four month period months after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason)date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such corporationPerson and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing body.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is As a material part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Restricted Period, it would be impossible for the Executive not to disclose, rely on, or use the Company’s and its Affiliates’ Trade Secrets and Confidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, the Company’s and its Affiliates’ Trade Secrets and Confidential Information, and to protect the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below). For purposes of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through any other Person engage in” shall includeindirectly, without limitationown, any direct manage, operate, or indirect ownership or profit participation interest in such enterprise, whether be connected as an ownerofficer, stockholder, memberemployee, partner, joint venturer director, shareholder, adviser or financially or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere anyone else in the continental conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and Canada venue as defined herein (hereinafter referred to an "Unenforceable"), (ii) the “Restricted Area”) that states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the Period term of EmploymentEMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other relief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by company in attempting to enforce this Paragraph 4, including without limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, including without limitation, attorneys fees. Any such attorneys fees shall be calculated on a time and time during charges basis. If any provision hereunder shall be deemed to be contrary to law, the Restricted Period engages in remainder of this provision shall constitute the business of operating retail stores for agreement between the sale of women’s apparelparties. Anything to the contrary, jewelrynotwithstanding, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that this Paragraph 5 shall survive the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes termination or earlier cancellation of this Agreement, . EMPLOYEE can own up to five (5%) percent of the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is stock of publicly traded transportation companies as a result passive investor but shall take no part in the management or direction of such companies. Additionally, EMPLOYEE shall be paid $25,000 Thousand Dollars per quarter, for each quarter following the Executive’s termination of employment his service under this Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a position with another firm or institution or is retained as a consultant by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationCOMPANY.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is As a material part of the -------------------------- consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Restricted Period, it would be impossible for the Executive not to disclose, rely on, or use the Company’s and its Affiliates’ Trade Secrets and Confidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, the Company’s and its Affiliates’ Trade Secrets and Confidential Information, and to protect the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill, during the Period of Employment and during the Restricted Period, the Executive should not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below). For purposes of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his employment and for one (1) year period following the phrase “period of EMPLOYEE'S employment with COMPANY in the geographic and marketing areas serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or indirectly through any other Person engage in” shall includeindirectly, without limitationown, any direct manage, operate, or indirect ownership or profit participation interest in such enterprise, whether be connected as an ownerofficer, stockholder, memberemployee, partner, joint venturer director, shareholder, adviser or, financially or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere with anyone else in the continental conduct of any business or businesses which compete with any business conducted by the COMPANY. This covenant is restricted geographically to (i) the United States States, or if found to be unenforceable by a final, unappealable order of a court of competent jurisdiction and Canada venue as defined herein (hereinafter referred to as "Unenforceable"), (ii) the “Restricted Area”) that states in which COMPANY owns or leases and/or uses and/or has plans for using a business facility at any time during the Period term of EmploymentEMPLOYEE'S employment of if Unenforceable, (iii) within a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the largest geographic area such court will allow. This covenant also includes all customers of COMPANY regardless of their geographic location. In recognition of the Employment Agreement difficulty of determining damages for violation of this covenant, COMPANY shall be entitled to injunctive relief for the violation hereof, in addition to such other relief as may be available to it at law, in equity, or under this Agreement (without the necessity of posting a bond). All reasonable costs of any nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4, including without limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in defending the proceedings or litigation, including without limitation, attorneys fees. Any such attorneys fees shall be calculated on a time and time during charges basis. If any provision hereunder shall be deemed to be contrary to law, the Restricted Period engages in remainder of this provision shall constitute the business of operating retail stores for agreement between the sale of women’s apparelparties. Anything to the contrary, jewelrynotwithstanding, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that this Paragraph 5 shall survive the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes termination or earlier cancellation of this Agreement, . EMPLOYEE can own up to five (5%) percent of the “Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is stock of publicly traded transportation companies as a result passive investor but shall take no part in the management or direction of such companies. Additionally, EMPLOYEE shall be paid seventy-five (75%) percent of base salary paid quarterly, following the Executive’s termination of employment his service under this Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE secures a position with another firm or institution or is retained as a consultant by the Company without Cause or her resignation for Good Reason, and (ii) the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationCOMPANY.

Restriction on Competition. The Executive affirmatively representsacknowledges that, acknowledges in the course of his employment with the Company, the Asset Management Company, their respective subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Restricted Period, it would be impossible very difficult for the Executive not to disclose, rely on, on or use the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure and/or use of, of the Company’s Protected Companies’ trade secrets and its Affiliates’ Trade Secrets and Confidential Informationconfidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ legitimate business interests, relationships and goodwillgoodwill with customers, during the Period of Employment and during the Restricted Period, the Executive should will not be permitted, will not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business (as defined below)Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Agreement, “Restricted Area” means anywhere in the United States, Bermuda and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the Severance Date (provided that as of the Severance Date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the Severance Date). For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and Canada (the “Restricted Area”) that at any time during the Period of EmploymentEmployment has competed, or any and time during the twelve (12) month period following the Severance Date begins competing with the Protected Companies anywhere in the Restricted Period engages Area and in the business of operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes of this Agreement, the “Restricted Period” shall refer to (i) annuity reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) reinsuring closed blocks of existing fixed annuity business, (iii) managing investments held by ceding companies pursuant to funds withheld coinsurance contracts with its affiliates, (iv) managing investments in the twenty-four month period after life insurance industry, or (v) any significant business conducted by the Protected Companies as of the Severance Date if and any significant business the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, and (ii) Protected Companies conduct in the twelve month period after the Severance Date, if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or a resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.12) month