NON-COMPETITION, NON-DISCLOSURE
AND
NON-SOLICITATION AGREEMENT
THIS
NON-COMPETITION,
NON-DISCLOSURE
AND NON-SOLICITATION AGREEMENT
("Agreement"), dated
as of December
1, 2006 (the
"Effective
Date"), by and
between Charles N.
McLeod ("C.
McLeod") and Mary H. McLeod ("M.
McLeod" and
collectively with C.
McLeod, the "Sellers")
and National
Investment
Managers
Inc., a Florida corporation ("NIM").
RECITALS
A.
Pursuant to that certain Stock Purchase Agreement, dated as of
December
1, 2006, by and among, National Actuarial Pension Services,
Inc. ("NAPS"),
NIM
and Sellers
(the "Purchase Agreement"), NAPS is being acquired by NIM.
Capitalized terms not
otherwise defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement.
B. Sellers
have been principal shareholders and officers, directors and/or
employees of NAPS for many years and have developed and received
special, unique
and extraordinary knowledge, information and goodwill in connection
therewith.
C. It is a
condition precedent to
the consummation
of the transactions
contemplated by the Purchase Agreement, and an inducement to NIM to enter
into
the Purchase
Agreement and effect the purchase of NAPS and their
respective
businesses thereunder
and the goodwill
represented thereby,
that the parties
hereto execute and deliver this Agreement.
NOW,
THEREFORE,
in consideration of
the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby
acknowledged, the parties hereto agree as follows:
1 Non-Competition; Non-Solicitation. Commencing on the date hereof
and ending on
the last day of the Restricted Period (as defined below),
Sellers covenant
and
agree that Sellers will not, without NIM's prior written
consent, directly or
indirectly, either on behalf of himself or on behalf of any
business venture, as
an employee,
consultant, partner,
principal,
stockholder, officer,
director,
trustee, agent, or otherwise (other than on behalf of NIM or its
Affiliates):
(A) be
employed by, engage or participate in the ownership, management,
operation or control of, or act in any advisory, expert, consulting or other
capacity in the Territory (as defined below) for, any entity or
individual that
competes with
NIM, NAPS or its Affiliates within the United States (the
"Territory");
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(B)
solicit or divert any business or any customer from NIM, NAPS or its
Affiliates or assist any person, firm, corporation or other entity in
doing so
or attempting to do so;
(C) cause
or seek to cause any person, firm or corporation to refrain
from
dealing or doing business with NIM, NAPS or its Affiliates or
assist any person,
firm, corporation or other entity in doing so; or
(D) hire,
solicit or divert from
NIM, NAPS or its Affiliates any of their
respective employees,
consultants
or agents who have,
at any time during
the
immediately preceding
one (1) year
period from the date hereof or during
the
Restricted Period,
been engaged by NIM, NAPS or its Affiliates, nor assist any
person, firm, corporation or other entity in doing so.
As used in
this Agreement,
the term "Affiliates" shall mean any entity
controlling,
controlled by or under the common control of NIM or NAPS. For
the
purpose of this Agreement, "control" shall mean the direct or
indirect ownership
of fifty (50%) percent or more of the outstanding shares or other voting rights
of an entity or possession, directly or indirectly, of the power to direct or
cause the direction of management and policies of an entity.
As used in
this Agreement, "Restricted Period" means the period commencing
on the date hereof and
ending on the later of (i) three (3) years from the date
hereof or (ii) two (2) years from the date of Sellers' termination
of employment
or consulting period
with NIM, NAPS or any
Affiliate of NIM or
NAPS, for any
reason; provided,
however, the Restrictive Period shall terminate within ninety
(90) days (the "Notice Period") of Sellers notifying NIM of an event of
default
under the Notes (as defined in the Purchase Agreement) and such
event of default
is not cured within the Notice Period.
2 Nondisclosure. Sellers understand and agree that the business of
NIM, NAPS and
its Affiliates is based upon specialized work and Confidential Information (as
hereinafter defined).
Sellers agree that following the termination of either of
Sellers' employment or
consulting period with NIM, NAPS or any Affiliate of NIM
or NAPS and for all times thereafter, each of the Sellers shall keep
secret all
such Confidential
Information and that
both will not,
directly or indirectly,
use for his
own benefit or for the benefit of others nor Disclose (as
hereinafter defined), without the prior written consent of NIM, any
Confidential
Information. At any
time upon NIM's request, Sellers shall turn over to NIM all
books, notes, memoranda, manuals, notebooks, records and other documents
made,
compiled by, delivered to, or in the possession or control of
Sellers containing
or concerning any Confidential Information, including all copies
thereof, in any
form or format, including any computer hard disks, wherever
located,
containing
any such information,
it being agreed that the same and all information
contained therein
are at all
times the exclusive property of NIMs and its
Affiliates.
As u
