EXHIBIT 10.22
NONCOMPETITION AGREEMENT
AGREEMENT made as of May 31, 1998 between ADE Corporation, a
Massachusetts corporation ("ADE"), with offices at 00 Xxxxxx Xxx,
Xxxxxxxx, Xxxxxxxxxxxxx 00000, and Xxxxx Xxxxxx ("Stockholder"), an
individual having his principal residence at the address set forth on
the signature page hereto.
W I T N E S S E T H
WHEREAS, Stockholder is a stockholder of Phase Shift Technology,
Inc. an Arizona corporation ("PST");
WHEREAS, ADE (which for purposes of this Agreement shall be
deemed to mean ADE Corporation and each of its subsidiaries (including
PST as of the Effective Date of the Merger) unless the context
otherwise requires) is on the date hereof combining with PST by means
of the merger (the "Merger") of a wholly owned subsidiary of ADE with
and into PST, pursuant to an Agreement and Plan of Merger dated March
8, 1998 (the "Merger Agreement");
WHEREAS, under the terms of the Merger Agreement, Stockholder in
connection with the Merger will receive substantial consideration in
the form of shares of the Common Stock of ADE.
WHEREAS, in order to insure for itself the benefits of the
ownership of PST and the operation of PST's business, ADE has as a
condition of its obligation to cause the Merger to be consummated, pay
the consideration contemplated by the Merger Agreement, and consummate
the other transactions contemplated by the Merger Agreement, required
that certain of the persons who immediately prior to the effectiveness
of the Merger were stockholders of PST agree not to engage in any
activities competitive with the business of ADE (including without
limitation the business of PST) as provided herein;
NOW, THEREFORE, in order to induce ADE to cause the Merger to be
consummated, pay to Stockholder the consideration due to him as
contemplated by the Merger Agreement, and to consummate the other
transactions contemplated by the Merger Agreement, in consideration of
the mutual covenants and promises contained herein and in the Merger
Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, ADE and Stockholder
agree as follows (capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Merger
Agreement):
1. For a period of five (5) years from the date hereof or, if
later, until two (2) years after the termination of Stockholder's
employment with ADE or any of its subsidiaries, Stockholder agrees
that he will not, directly or indirectly:
1
(a) engage in, conduct, manage, operate, control or own,
whether as a proprietor, partner, stockholder, joint venturer,
investor, lender, officer, director, employee, consultant, agent,
participant or otherwise, anywhere in the world, any business, venture
or activity which(i) competes with any business that ADE is engaged in
or has been strategically planning or developing prior to the
termination of the Stockholder's employment with ADE or (ii) likely
would result in the unauthorized disclosure of Confidential
Information (as defined in an Employment Agreement of even date
between the Stockholder and Phase Shift Technology, Inc.).
(b) recruit, solicit or induce, or attempt to recruit,
solicit or induce, any employee of or consultant to ADE to terminate
his or her employment with, or otherwise cease his or her relationship
with, ADE; or
(c) solicit, divert or take away, or attempt to solicit,
divert or take away, the business or patronage of any of the clients,
customers or accounts, or prospective clients, customers or accounts,
of ADE.
The foregoing provisions of this Section 1 shall not be construed
to limit or prohibit Stockholder from holding, solely for investment,
not more than five percent (5%) of the outstanding stock of a publicly
traded company.
2. Stockholder agrees that a breach of this Agreement could
cause irreparable damage and that in the event of such breach ADE
shall have, in addition to any and all remedies at law, the right to
an injunction, specific performance or other equitable relief to
prevent the violation of Stockholder's obligations hereunder.
3. No waiver by ADE of a breach of any portion of this
Agreement shall operate or be construed as a waiver of any other or
subsequent breach hereof.
4. Each provision herein shall be treated as a separate and
independent clause, and the unenforceability of any one clause shall
in no way impair the enforceability of any of the other clauses
herein. Moreover, if one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to
scope, activity or subject so as to be unenforceable at law, such
provision or provisions shall be construed by the appropriate judicial
body by limiting and reducing it or them, so as to be enforceable to
the extent compatible with the applicable law as it shall then appear.
5. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of
Massachusetts.
6. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof.
7. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Noncompetition Agreement to be duly executed as of the day and year
first above written.
ADE CORPORATION
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and
Chief Financial Officer
/s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx
Address: c/o Phase Shift
Technology, Inc.
0000 Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
