Exhibit 2.3
NON-COMPETITION
AGREEMENT
THIS NON-COMPETITION
AGREEMENT (this “ Agreement ”), dated
as of September 29, 2006, is made by FPIC INSURANCE GROUP, INC., a
Florida corporation (the “ Seller ”) in
favor of AJB VENTURES INC., a New York corporation, (the “
Buyer ”), AFP and PMA (collectively, the
“ Companies ”). The Companies, the
Buyer and the Seller are each referred to in this Agreement as a
“ Party ” and collectively as the
“ Parties .”
Seller and Buyer
are, contemporaneously with the execution of this Agreement,
entering into a Securities Purchase Agreement, dated September
29, 2006 (the “ Purchase Agreement
”), whereby the Buyer is acquiring (i) all of the issued and
outstanding shares of capital stock of Administrators for the
Professions, Inc., a New York corporation (“
AFP ”), and Seller’s 80% membership
interest in Professional Medical Administrators, LLC, a New York
limited liability company (“ PMA ”) for
the consideration set forth in the Purchase Agreement (the “
Transaction ”).
The Seller, as a
direct equity holder of the Companies, will receive significant
cash proceeds and other valuable consideration as a result of the
Transaction. The Seller recognizes the Buyer’s interest, as a
purchaser of the Companies’ equity interests, in protecting,
among other things, the Companies’ and their respective
subsidiaries’ and affiliated entities’ substantial
relationships with their employees and clients, and the goodwill
associated with their ongoing business.
Accordingly, the
Parties are executing and delivering this Agreement
contemporaneously with, and as a condition to, the consummation of
the Transaction.
NOW, THEREFORE, for
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Buyer and the Seller for themselves and their
respective successors and assigns, and intending to be legally
bound, hereby agree as follows:
1. Definitions . As
used in this Agreement, the following terms shall have the
following respective meanings.
(a) “
Client ” means any Person (other than an
individual and other than an entity comprising a physicians’
group practice) to which any of the Companies is providing services
or has signed an agreement to provide services at the time of the
Transaction.
(b) “
Companies ” means each of AFP and PMA and
their respective subsidiaries or affiliated entities (each shall
individually be deemed a “ Company
”).
(c) “
Confidential Information ” means any and all
confidential and proprietary information pertaining, in the case of
the Companies, to either Company or any Person controlled by any of
the Companies, or, in the case of Seller, to Seller or any
Person
controlled by Seller, as applicable, such as
proposals, plans, inventions, practices, systems, programs,
subscriptions, strategies, formulas, processes, methods,
techniques, research, records, suppliers, sources, customer lists,
billing information, other forms of business information, and trade
secrets of every kind and character, whether or not they constitute
a trade secret under applicable law.
(d) “
Control ” of a Person means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management policies of a Person, whether through
the ownership of voting securities, (including, without limitation,
the ownership of 40% or more of the voting securities of the
Person), by contract, as trustee or executor or otherwise.
(e) “
Person ” means an individual, corporation,
limited liability company, partnership, limited partnership,
association, estate, trust, unincorporated organization,
governmental entity or authority (including, without limitation,
any municipal, county or state entity, board, authority, agency or
similar organization), or any other entity or organization.
(f) “
Restricted Period ” has the meaning ascribed
to such term in Section 2 of this Agreement.
2.
Non-Competition . The Seller agrees that, for a period of
two (2) years from and after the date of this Agreement (the
“ Restricted Period ),
the Seller shall not, anywhere within the State of New York or the
Commonwealth of Pennsylvania, directly, or indirectly through a
Person controlled by the Seller, engage, conduct or participate in
any business that competes with, or has offered or offers services
substantially similar to, the Companies’ businesses of acting
as attorney-in-fact for and/or managing the business of reciprocal
insurers, or the Companies’ potential business of managing
medical malpractice claims for self-insured entities.
3.
Non-Solicitation of Employees . The Seller agrees that,
during the Restricted Period, the Seller shall not directly, or
indirectly through a Person controlled by the Seller, (i) solicit,
nor assist, participate in or promote the solicitation of, any
individual who was employed by any of the Companies at the time of
the Transaction to cease such employment, or (ii) on behalf of
itself or any other Person, hire, employ, engage or affiliate with
or pay any fees or commissions to, any individual who was employed
by any of the Companies at the time of the Transaction, or enter
into any agreement to do any of the things proscribed by this
clause (ii), or (iii) assist, participate in or promote any of the
activities proscribed by this Section 3.
4.
Non-Solicitation of Clients . The Seller agrees that, during
the Restricted Period, the Seller s
