Exhibit 10.02
Non-Compete Covenant
Xx. Xxxxxxx X. Xxxxx
00 Xxxxxx Xxxxx
Xxxx & Xxxxxxx, XX 00000
Dear Xxxxx:
In consideration for Xxxxxx CDT Inc. (the "Company") granting you the right
to exercise receive the third payment under your retention and integration award
agreement, dated June 28, 2004 (as amended), the amount provided under your
letter agreement, dated April 15, 2002 (as amended), and other good and valuable
consideration, the receipt of which you acknowledge, you agree to the following:
(a) For the period of one year beginning on December 1, 2005 (the
"Period"), you will not, directly or indirectly solicit, entice,
persuade or induce any employee, director, or officer of the Company
or its subsidiaries or affiliates (collectively, the "Group") to
terminate his or her employment or engagement by the Group to become
employed or engaged by any person, firm, corporation or other business
enterprise other than a member of the Group;
(b) During the Period, you will not, directly or indirectly, engage,
participate, make any financial investment in, or become employed by
or render advisory or other services to or for any person, firm,
corporation or other business enterprise (the "Competing Enterprise")
which is engaged, directly or indirectly, during the Period, in
competition with the Group in the development, design, manufacture,
marketing or distribution of wire and cable or connectivity products
in the United States and in any foreign jurisdiction in which the
Group operates provided that the competitive businesses of the
Competing Enterprise account for more than 10% of the net sales of the
Competing Enterprise for its most recently completed fiscal year and
you do not work or consult in such competitive business.
The foregoing covenant shall not be construed to preclude you from
making any investments in the securities of any company, whether or
not engaged in competition with the Group, to the extent that such
securities are actively traded on a national securities exchange or in
the over-the-counter market in the United States or any foreign
securities exchange and, after giving effect to such investment, you
do not beneficially own securities representing more than 1% of the
combined voting power of the voting securities of such company.
Xx. Xxxxxxx X. Xxxxx
November 30, 2005
Page 2
(c) During the Period, you will not divulge, furnish or make available to
any person any knowledge or information with respect to the business
or affairs of the Group which is confidential, including, without
limitation, "know-how," trade secrets, customer and supplier lists,
pricing policies, operational methods, marketing plans or strategies,
product development techniques or plans, business acquisition or
disposition plans, new personnel employment plans, methods of
manufacture, technical processes, designs and design projects,
inventions and research projects and financial budgets and forecasts
of the Group except (1) information which at the time is available to
others in the business or generally known to the public other than as
a result of disclosure by you not permitted hereunder, and (2) when
required to do so by a court of competent jurisdiction, by any
governmental agency or by any administrative body or legislative body
(including a committee thereof) with purported or apparent
jurisdiction to order you to divulge, disclose or make accessible such
information. All memoranda, notes, lists, records, electronically
stored data, recordings or videotapes and other documents (and all
copies thereof) made or compiled by you or made available to you
concerning the business of the Group or any predecessor thereof shall
be the property of the Company or such other member of the Group and
shall be delivered to the Company or such other member of the Group
promptly upon your retirement from the Company.
(d) You acknowledge that all developments, including, without limitation,
inventions, patentable or otherwise, trade secrets, discoveries,
improvements, ideas and writings that alone or jointly with others you
may conceive, make, develop or acquire during your employment by the
Group and any predecessor thereof (collectively, the "Developments"),
are and shall remain the sole and exclusive property of the Group and
you hereby assigns to the Group all of your right, title and interest
in all such Developments. At any time upon request and at the expense
of the Company, you shall execute, acknowledge and deliver to the
Group all instruments that the Group shall prepare, give evidence, and
take all other actions that are necessary or desirable in the
reasonable opinion of the Company's counsel, to enable the Group to
file and prosecute applications for and to acquire, maintain and
enforce all letters patent, trademark registrations or copyrights
covering the Developments in all countries in which the same are
deemed necessary.
(e) You acknowledge that the services you have rendered to the Group are
of a special, unique and extraordinary character and, in connection
with such services, you have had access to confidential information
vital to the Group's business and that irreparable injury would be
sustained by the Group in the event of his breach of any of the
covenants contained in this
Xx. Xxxxxxx X. Xxxxx
November 30, 2005
Page 3
section (e) which injury could not be remedied adequately by the
recovery of damages in an action at law. Accordingly, you agree that,
upon a breach or threatened breach by you of any of such covenants,
the Company and, to the extent appropriate, any other member of the
Group shall be entitled, in addition to and not in lieu of any and all
other remedies, to an injunction to be issued by any court of
competent jurisdiction restraining the commission or continuance of
any such breach or threatened breach upon minimal bond, with or
without surety, and that such an injunction will not work an undue
hardship on you.
(f) If any court determines that any of the provisions of these covenants
are invalid or unenforceable, the remainder of such provisions shall
not thereby be affected and shall be given full effect without regard
to the invalid provisions. If any court construes any of the
provisions of these covenants, or any part thereof, to be unreasonable
because of the duration of such provision or the geographic scope
thereof, such court shall have the power to reduce the duration or
restrict the geographic scope of such provision and to enforce such
provision as so reduced or restricted.
Xxxxx, please acknowledge your agreement with the terms of this letter by
returning a signed copy to me.
Very truly yours,
/s/Xxxxx X. Xxxxxxxxxx
Xxxxxx CDT Inc.
Acknowledged and Agreed:
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Dated: November 30, 2005
