Exhibit 10.1
NON-COMPETE AGREEMENT
THIS NON-COMPETE AGREEMENT (the "Agreement") is entered into on December
19,
2005 by and between Michael H. Braun (the "Employee") and 21st Century
Holding
Company, a Florida corporation (the
"Company").
WITNESSETH:
WHEREAS, the Employee is employed by the Company and the Employee and the
Company, intending to be legally bound hereby and in consideration of the
promises contained herein, do hereby agree
as follows:
1. Non-Competition. During the Term and for a period
of 1 year following
the
termination (other than without Cause) of the Employee's employment by the
Company, Employee shall not, directly or indirectly engage in or have any
interest in, directly or indirectly, any sole proprietorship, partnership,
corporation, business or any other person or entity (whether as an employee,
officer, director, partner, agent, security holder,
creditor, consultant or
otherwise) that, directly or indirectly,
engages primarily in
the development,
marketing, distribution, underwriting or sale of products and services
competitive with the Company's and/or any
subsidiary's products
and services in
any and all states in which the
Company and/or any subsidiary conducts its
business during the Term or at the time
Executive's employment
with the Company
is terminated (the "Territory"); provided, however, that Employee may hold
Company securities and/or acquire,
solely as an
investment, shares of
capital
stock or other equity securities of any such company,
so long as Employee
does
not control acquire a controlling interest in or become a member of a
group
which exercises direct or indirect control of, more than five
percent of any
class of capital stock of such
corporation.
2. Nondisclosure. During the Term and following
termination of the
Employee's
employment with the Company, Employee shall
not divulge, communicate, use to the
detriment of the Company or for the benefit
of any other person or
persons, or
misuse in any way, any Confidential Information (as hereinafter defined)
pertaining to the business of the Company.
Any Confidential
Information or data
now or hereafter acquired by the Executive
with respect to the
business of the
Company (which shall include, but not be
limited to, information concerning the
Company's financial condition, prospects, technology, customers, methods of
doing business and marketing, distribution, underwriting or sale of the
Company's products and services) shall be
deemed a valuable,
special and unique
asset of the Company that is received by the
Employee in
confidence
and as a
fiduciary. For purposes of this Agreement "Confidential Information" means
information disclosed to the Employee or known
by the Employee as a consequence
of or through his employment by the Company
(including
information
conceived,
originated, discovered or developed by the
Employee) prior to or after the date
hereof and not generally known or in the
public domain, about the Company or its
business. Notwithstanding the foregoing, nothing herein shall be deemed to
restrict the Employee from disclosing Confidential Information to the extent
required by law.
3. Nonsolicitation of Employees. During the Term and for a period of 1
year
following termination of the Employee's
employment with the
Company, Employee
shall not directly or indirectly, for himself or for any other
person, firm,
corporation, partnership, association or other entity, attempt to employ or
enter into any contractual arrangement with any employee or former
employee of
the Company, unless such employee or former employee has not been employed
by
the Company for a period in excess of six
months.
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4. Books and Records. All books,
records, accounts and similar repositories
of
Confidential Information of the Company, whether prepared by the Employee or
otherwise coming into the Executive's possession, shall be the exclusive
property of the Company and shall be returned immediately to the Company on
termination of this Agreement or on the
Board's request at any time.
5. Injunction. It is recognized and hereby
acknowledged by the
parties hereto
that a breach by the Employee of any of
