EXHIBIT 10.21
NON-SOLICITATION AGREEMENT
This Agreement is made this day of , 1996, between ALLMERICA
FINANCIAL CORPORATION, a Delaware corporation (hereinafter referred to
collectively with its subsidiaries, as the "Company"), and (the
"Employee").
WHEREAS, Employee acknowledges that the Company could be significantly
harmed if the Employee solicits the Company's employees, agents, brokers, or
clients, or discloses any proprietary or confidential business information of
the Company.
NOW, THEREFORE, in consideration of the continued employment of the Employee
by the Company and the Employee being selected to be a participant in the
Company's Employment Continuity Plan and the receipt of a cash bonus payment
upon the execution of this Agreement, the Employee and the Company agree as
follows:
1.NON-SOLICITATION.
During the period that the Employee is employed by the Company and for a
period of two (2) years after the termination or expiration thereof, the
Employee will not directly or indirectly:
(a) recruit, solicit or induce, attempt to induce, or assist or encourage
a third party to solicit or recruit any employee(s), agent(s) or
broker(s) of the Company to terminate their employment with, or
otherwise cease their relationship with the Company; or
(b) solicit, divert or take away, attempt to divert or to take away, or
assist or encourage a third party to solicit or divert the business or
patronage of any of the policyholders, clients, customers or accounts
of the Company which were contacted, solicited or served while the
Employee was employed by the Company.
2.UNENFORCEABILITY.
(a) If any restriction set forth in Section 1 is found by any court of
competent jurisdiction to be unenforceable because it extends for too
long a period of time or over too great a range of activities or in
too broad a geographic area, it shall be interpreted to extend only
over the maximum period of time, range of activities or geographic
area as to which it may be enforceable.
(b) The restrictions contained in Section 1 are necessary for the
protection of the business and goodwill of the Company and are
considered by the Employee to be reasonable for such purpose. The
Employee agrees that any breach of Section 1 will cause the Company
substantial and irrevocable damage and therefore, in the event of any
such breach, in addition to such other remedies which may be
available, the Company shall have the right to seek specific
performance and injunctive relief.
3.PROPRIETARY INFORMATION AND DEVELOPMENTS.
3.1 Proprietary Information.
(a) Employee agrees that all information and know-how, whether or not in
writing, of a private, secret or confidential nature concerning the
Company's products, servicers, customers or business or financial
affairs (collectively, "Proprietary Information") is and shall be the
exclusive property of the Company. By way of illustration, but not
limitation, Proprietary Information may include products, processes,
methods, techniques, projects, plans, research data, financial data,
personnel data, computer programs, and policyholders, client, agent,
broker and supplier lists. Employee will
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not disclose any Proprietary Information to others outside the Company
or use the same for any unauthorized purposes without written approval
by a vice president of the Company, either during or after his/her
employment, unless and until such Proprietary Information has become
public knowledge without fault by the Employee.
(b) Employee agrees that all files, letters, memoranda, reports, records,
data or other written, photographic, or other tangible material
containing Proprietary Information, whether created by the Employee or
others, which shall come into his/her custody or possession, shall be
and are the exclusive property of the Company to be used by the
Employee only in the performance of his/her duties for the Company.
(c) Employee agrees that his/her obligation not to disclose or use
information, know-how and records of the types set forth in paragraphs
(a) and (b) above, also extends to such types of information, know-
how, records and tangible property of clients of the Company or
suppliers to the Company or other third parties who may have disclosed
or entrusted the same to the Company or to the Employee in the course
of the Company's business.
3.2 DEVELOPMENTS.
(a) Employee agrees that all inventions, improvements, discoveries,
methods, developments, software, and works of authorship, whether
patentable or not, which are created, made, conceived or reduced to
practice by the Employee or under his/her direction or jointly with
others during his/her employment by the Company, whether or not during
normal working hours or on the premises of the Company (all of which
are collectively referred to in this Agreement as "Developments")
shall be the sole property of the Company.
(b) Employee agrees to assign and does hereby assign to the Company (or
any person or entity designated by the Company) all his/her right,
title and interest in and to all Developments and all related patents,
patent applications, copyrights and copyright applications. However,
this Section 3(b) shall not apply to Developments which do not relate
to the present or planned business of the Company and which are made
and conceived by the Employee not during normal working hours, not on
the Company's premises and not using the Company's tools, devices,
equipment or Proprietary Information.
(c) Employee agrees to cooperate fully with the Company, both during and
after his/her employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights and patents
(both in the United States and foreign countries) relating to
Developments. Employee shall sign all papers, including, without
limitation, copyright applications, patent applications, declarations,
oaths, formal assignments, assignment of priority rights, and powers
of attorney, which the Company may deem are reasonably necessary or
desirable in order to protect its rights and interests in any
Development.
4.OTHER AGREEMENTS.
Employee hereby represents that he/she is not bound by the terms of any
agreement with any previous employer or other party to refrain from using
or disclosing any trade secret or confidential or proprietary information
in the course of his/her employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous
employer or any other party. Employee further represents that his/her
performance of all the terms of this Agreement and as an employee of the
Company does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by him/her in
confidence or in trust prior to his/her employment with the Company.
5.NOTICES.
All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon
deposit in the United States Post Office, by registered or certified
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mail, postage prepaid, addressed to the other party at the address shown
below, or at such other address or addresses as either party shall
designate to the other in accordance with this Section.
The Company:Allmerica Financial Corporation
440 Lincoln Street
Worcester, MA 01653
Attention: Law Department
The Employee:Home Address as reflected on Company records.
6.PRONOUNS.
Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and
the singular forms of nouns and pronouns shall include the plural, and
vice versa.
7.ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or
oral, relating to the subject this of this Agreement.
8.AMENDMENT.
This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Employee.
9.EMPLOYMENT CONTINUITY PLAN.
The Employee's selection to be a participant in the Company's Employment
Continuity Plan (the "Plan") does not mean that the Employee cannot be
removed as a Participant in the Plan. Participation in the Plan is in
accordance with the Plan's provisions and as determined by the Committee
(as defined in the Plan). Removal as a Participant in the Plan does not
affect your obligations under this Agreement.
10.GOVERNING LAW.
This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the Commonwealth of Massachusetts.
11.SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of both
parties and their respective successors and assigns, including any
corporation with which or into which the Company may be merged or which
may succeed to its assets or business, provided, however, that the
obligations of the Employee are personal and shall not be assigned by him.
12.MISCELLANEOUS.
12.1 No delay or omission by the Company in exercising any right under this
Agreement shall operate as a waiver of that or any other right. A waiver
or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of
any right on any other occasion.
12.2 The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
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12.3 In case any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year set forth above.
ALLMERICA FINANCIAL CORPORATION
By: _________________________________
Bruce C. Anderson
Vice President
EMPLOYEE
_____________________________________
Printed Name: _______________________
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