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Exhibit 2.3
NO-HIRE AGREEMENT
DATE: November 23, 1999
PARTIES: SPEEDFAM-IPEC INC ("Seller")
an Illinois corporation
FUJIMI INCORPORATED, ("Buyer")
a Japanese corporation
RECITALS:
A. Pursuant to a Stock Purchase Agreement dated November 23, 1999 (the
"Purchase Agreement"), Seller has agreed to sell to Buyer and Buyer
has agreed to purchase from Seller one thousand (1,000) shares of
common stock of Fujimi Corporation, an Illinois corporation (the
"Company") which constitutes all of Seller's interest in the Company.
B. As a condition to closing the sale, Seller and Buyer are obligated to
enter into this No-Hire Agreement.
AGREEMENT:
In consideration of the mutual covenants set forth in the Purchase
Agreement and the covenants of the parties set forth here, it is agreed as
follows:
SECTION 1. NO-HIRE COVENANT
Seller hereby covenants and agrees that for a period of three (3) years
from the effective date of this Agreement, neither Seller nor its affiliates
will employ or seek to employ any employees of Buyer, Fujimi America, Inc. or
Fujimi Corporation, nor will Seller or its affiliates directly or indirectly
suggest or encourage that any employees of Buyer, Fujimi America, Inc. or Fujimi
Corporation, leave or otherwise change their employment relationship with Buyer,
Fujimi America, Inc. or Fujimi Corporation. Seller retains the right to hire a
former employee of Buyer, Fujimi America, Inc. or Fujimi Corporation, if such
employee's employment has been terminated at the time of such hiring for any
reason other than as a result of Seller's breach of this Agreement. For purposes
of this Agreement, "affiliates" shall mean any corporation or other business
entity in which Seller owns an equity interest equal to at least ten percent
(10%).
SECTION 2. CONSIDERATION FOR COVENANT
In consideration of Seller's covenants set forth in Section 1, Buyer
agrees to pay to Seller the sum of One Hundred Thousand Dollars ($100,000), the
receipt and sufficiency of which is hereby acknowledged.
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SECTION 3. ENFORCEMENT
It is recognized that damage in the event of breach of covenants of
Seller would be difficult if not impossible to ascertain. It is therefore agreed
that Buyer, in addition to and without limiting any other remedy or right that
it may have, shall have the right to an injunction against Seller and/or its
affiliates, as the case may be, issued by a court of competent jurisdiction
enjoining such breach.
SECTION 4. LITIGATION
If any suit or action (including any appeal) is brought to enforce this
Agreement, the prevailing party shall be entitled to receive from the other
party reasonable attorney fees and costs incurred in such litigation, including
any appeals.
SECTION 5. SEVERABILITY
If any provision of this Agreement is deemed to be illegal or otherwise
void, invalid, or unenforceable, the provision shall be disregarded and the
remainder of this Agreement without that provision shall not be affected and
shall remain in full force and effect.
SECTION 6. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with and
under the laws of the state of Illinois.
IN WITNESS WHEREOF, the Seller and Buyer have caused this Agreement to
be executed by their duly authorized representatives, all as of the date first
above written.
SELLER:
SPEEDFAM-IPEC INC.
By: /s/
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Xxxxx X. Xxxxxx, Co-Chairman
BUYER:
FUJIMI INCORPORATED
By: /s/
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X. Xxxxxxxxx, Chairman
