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Exhibit 10.2a
UNIFRAX CORPORATION
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT (this "Agreement") dated as of October
30, 1996, is entered into by and between ________________________("Employee")
and UNIFRAX CORPORATION, a Delaware Corporation, and its subsidiaries
(collectively the "Company").
NOW THEREFORE, in consideration of the premises and mutual covenants and
provisions set forth in this Agreement, the parties agree as follows:
1. Non-compete.
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(a) As partial consideration for the grant of options and the
right to purchase shares of Common Stock, $.01 par value (the
"Option Shares"), of the Company, subject in all respects to the
terms and conditions of the Company's 1996 Stock Option Plan (the
"Plan"), and this Agreement, the Employee represents, covenants, and
agrees that he or she will not compete with the Company anywhere
in the United States at any time during his or her employment and
for a period of one year from the date the Employee ceases to be
employed by the Company, unless the Employee ceased to be employed
by the Company as a result of a Termination Without Cause (as such
term is defined on the attached Schedule A). For purposes of this
Agreement, the term "compete" means to aid or advise as an
employee, consultant or otherwise, manage, operate, control or
participate in, make loans to or have any ownership interests in
(other than the ownership of 5% or less of shares of a company that
trades on a national exchange) whether directly or indirectly, any
business (whether an individual, sole proprietorship, partnership,
corporation, firm, joint venture, trust or other entity) which is
engaged in, directly or indirectly, the business of manufacturing
or distributing ceramic fiber.
(b) The Employee shall not, directly or indirectly, solicit,
employ, retain as a consultant, interfere with or attempt to entice
away from the Company any former employee of the Company who was
employed by the Company prior to the October 30, 1996, and who
has agreed to be, or has been employed or retained by the Company
within six months prior to such solicitation, employment,
retention, interference or enticement.
2. ENFORCEMENT. If the Employee violates this Agreement, all of
the Option Shares granted hereby, whether or not vested, shall be
forfeited. The forfeiture of Option Shares shall be in addition to
any remedy at law or in equity for violation of this Agreement
that the Company may have available to it, including injunctive
relief. The Employee acknowledges that, in the event of a
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breach of any provisions of this Agreement by the Employee, the
Company's remedies at law will be inadequate, and in each such
event, the Company will be entitled to an injunction or other
similar relief to prevent any breach of this Agreement and to
enforce specifically the provisions hereof, in addition to any
other damages sustained by the Company.
3. Delaware Law to Govern.
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This Agreement shall be governed by and construed under the laws of
the State of Delaware.
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IN WITNESS WHEREOF, the Company, by its duly authorized
officer, and the Employee have duly executed or caused this
Agreement to be executed as of the day and year first above
written.
UNIFRAX CORPORATION
By:________________________
Date:______________________
___________________________
Employee's Signature
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Schedule A
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(1) "TERMINATION WITHOUT CAUSE" means the termination by the
Company of the Employee for any reason other than by death or
Disability or a Termination For Cause (as determined in good
faith by the Board of Directors of the Company).
(2) "TERMINATION FOR CAUSE" means the termination by the Company
of the Employee as a result of his or her commission of a
felony involving dishonesty or moral turpitude, or his or her
failure to perform, willful misconduct, fraud, falsification or
manipulation of any records of the Company (in each case as
determined in good faith by the Board of Directors of the
Company).
(3) "DISABILITY" means an illness or incapacity (mental or
physical) of a character, nature, degree or effect that
renders an individual incapable of performing substantially
all of his or her duties to the Company for more than 180
consecutive calendar days, whether such duties are performed
directly or indirectly to the Company. Any question as to the
existence of a Disability of any individual will be determined
by a physician chosen by the Board of Directors of the Company.
