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NON-COMPETITION AND CONFIDENTIALITY
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of
this 16th
day of July, 2007, by and between HENRY CULP, JR. ("Culp"), an
individual,
SECURITY NATIONAL FINANCIAL CORPORATION ("Security National"), a
Utah
corporation, and C & J FINANCIAL, LLC ("C & J
Financial"), an Alabama limited
liability company.
WITNESSETH:
WHEREAS, contemporaneously with the execution and delivery
hereof, Security
National is acquiring the business of C & J Financial,
pursuant to a Unit
Purchase Agreement dated July 16, 2007, to which Security
National, C & J
Financial, Henry Culp, Jr., Culp and the Unitholder of C & J
Financial are
parties (the "Purchase Agreement"); and
WHEREAS, execution by Culp of this Agreement is a closing
condition under
the Purchase Agreement; and
WHEREAS, prior to the consummation of such purchase, Culp was an
owner and
unitholder of C & J Financial; and
WHEREAS, competition by Culp with C & J Financial or use or
disclosure by
Culp of confidential and proprietary information of C & J
Financial will result
directly in damage to C & J Financial and its business
properties, assets and
goodwill and will cause the loss by Security National of the
benefit of its
bargain with C & J Financial;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained
and for other good and valuable consideration, the receipt and
sufficiency of
which are hereby acknowledged, the parties agree as follows:
Section 1 - Covenant Not to Compete
1.1 Culp hereby covenants and agrees that for a period of five
(5)
years (the "Term") from the date of this Agreement that he
will
not directly or indirectly own, manage, operate, join,
control,
or participate in the ownership, management, operation or
control
of, or be connected with (as director, officer, employee,
agent,
independent contractor of otherwise) in any other manner with
any
business which is the same or substantially similar in nature
to
the business engaged in by C & J Financial, which is the
operation of a factoring business with the principal purpose
of
providing financing for funeral homes and mortuaries, in the
State of Alabama and each of the other states in the United
States in which C & J Financial is now engaged or becomes
engaged
during the Term of this Agreement (whether directly or
indirectly
through subsidiaries, affiliates, franchisees, licensees,
representatives, agents or otherwise) for a period of five
(5)
years from the date of this Agreement.
1.2 Culp shall not, directly or indirectly, employ, solicit
for
employment, or advise or recommend to any other person that
they
employ or solicit for employment, any employee of C & J
Financial, for a period of five (5) years from the date of
this
Agreement; provided however, that this Section shall not
preclude
Culp from giving an employment reference at the request of
any
employee of C & J Financial or at the request of a
prospective
employer of such employee.
1.3 Culp shall not, during the Term of this Agreement, engage in
any
employment, occupation, consulting or other business
activity
directly related to the business in which C & J Financial is
now
involved or becomes involved during the Term of this
Agreement,
nor will Culp engage in any other activities that conflict
with
Culp's obligations to C & J Financial.
1.4 Culp understands and acknowledges irreparable injury would
befall
C & J Financial should Culp serve a competitor of, or
compete
with C & J Financial.
1.5 Culp covenants and agrees that C & J Financial's remedy
at law
for any breach or violation of the provisions of this Section
1
are inadequate and that, in the event of any such breach or
violation, C & J Financial shall be entitled to injunctive
relief
in addition to any other remedy, at law or in equity, to which
it
may be entitled.
1.6 Culp specifically acknowledges and agrees that the
limitation for
five (5) years from the date of this Agreement upon Culp's
activities as specified above, together with the
geographical
limitations set forth above, are reasonable limitations as
to
time and place upon Culp's activities and that the
restrictions
are necessary to preserve, promote and protect the business,
accounts and goodwill of C & J Financial and impose no
greater
restraint than is reasonably necessary to secure such
protection.
1.7 In the event that any provision of this Section 1 shall be
held
invalid or unenforceable by a court of competent jurisdiction
by
reason of the geographic or business scope or the duration
thereof, such invalidity or unenforceability shall attach only
to
the scope or duration of such provision and shall not affect
or
render invalid or unenforceable any other provision of this
Section 1 and, to the fullest extent permitted by law, this
Section 1 shall be construed as if the geographic or
business
scope or the duration of such provision had been more
narrowly
drafted so as not to be invalid or unenforceable but rather
to
provide the broadest protection to C & J Financial
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