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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 used in this Agreem
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