EXHIBIT 2.2
AGREEMENT FOR NON COMPETITION
In this Agreement, entered into on this 30th day of June, 1998,
The Parties are, on one hand,
(a) The GSI Group, Inc., a company duly organized and existing in accordance
with the laws of United States of America, herein represented by Mr. Joao
Xxxxxxx Xxxxxxx xx Xxxxxxxx, Brazilian, married, with office in the City of
Campinas, State of Sao Paulo, bearer of Identity Card RG no. 35.739.779-4-SSP/SP
enrolled in the Taxpayer's List under CPF/MF 000.000.000-00; ("Buyer").
And, on the other hand,
(b) Xxxxxxxx Segatt, Brazilian, married, industrialist, resident and domiciled
at Xxxxxxx Xxxxxxxxxx Xxxxxx, 000, xxxxxxxxx 000, xx the city of Marau, State of
Rio Grande do Sul, Brazil, bearer of Identity Card RG n(DEGREE) 2021837899 and
enrolled in the Taxpayer's List under CPF/MF 000.000.000-00;
(c) Neuri Segatt, Brazilian, married, industrialist, resident and domiciled at
Xxxxxxx Xxxxxxxxxx Xxxxxx, 000, xxxxxxxxx 000, xx the city of Marau, State of
Rio Grande do Sul, Brazil, bearer of Identity Card RG n(DEGREE) 2011708068 and
enrolled in the Taxpayer's List under CPF/MF 000.000.000-00;
(d) Edemar Segatt, Brazilian, married, industrialist, resident and domiciled
at Xxx Xxxxxxx Xxxxxxx, 000, apartment 303, in the city of Marau, State of Rio
Grande do Sul, Brazil, bearer of Identity Card n(DEGREE) 1013896971 and enrolled
in the Taxpayer's List under CPF/MF 234.2272850-00;
(f) Mari Salete Segah Ractz, Brazilian, married, industrialist, resident and
domiciled at Xxx Xxxxxx Xxxxxxxxxxx, 0000, in the city of Marau, State of Rio
Grande do Sul, Brazil, bearer of Identity Card n(DEGREE) 5010799343 and enrolled
in the Taxpayer's List under CPF/MF 000.000.000-00;
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(g) Vanderlei Segatt, Brazilian, married, industrialist, resident and domiciled
at Xxx Xxxxx Ricieri Bortolon, apartment 1, in the city of Marau, State of Rio
Grande do Sul, Brazil, bearer of Identity Card n(degree) 1009220946 and enrolled
in the Taxpayer's List under CPF/MF 000.000.000-00 ("Sellers").
Considering that:
(a) Whereas, the Sellers and the Buyer have celebrate a Sale and Purchase
Agreement, on June 30th, 1998, through which the Sellers have sell its quotas in
Avemarau Equipamentos Agricolas Ltda., a Brazilian limited liability company,
with main office in Xxxxxxx XX 000, Xx 74 at Marau, organized under the laws of
the State of Rio Grande do Sul, Brazil, enrolled with the General Tax Payer's
List (C.G.C) nr. 89.763.312/0001-60 ("Avemarau");
(b) Whereas, the investment in Avemarau is vital for the trade expansion of the
Buyer in Brazil;
(c) Whereas, the Sellers have important information related to the activities
developed by Avemarau and its equipment production, as well, clients, products,
prices, costs, and others relevant information;
(d) Whereas, the Sellers were managing quotaholders in Avemarau when the
purchase took place and, beyond their professional recognition, the Sellers have
the knowledge of the specific Avemarau's market, as well as their clients trust
and respect;
(e) Whereas, such knowledge and information have great value to the performance
which the Buyer aim to proceed trough Avemarau's activities, and the use of this
knowledge and information by a Avemarau's competitor would be damaging to
Avemarau and consequently to GSI; and
(f) Whereas, the Sellers and Buyer hereby agree in accordance with the terms
of this Agreement that the use of such knowledge and information will be
directed for Avemarau and its benefits, and not against Avemarau;
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Now, therefore, as inducement for the Buyer and the Sellers entered into this
Agreement for Non Competition, the Parties hereby agree as follows:
Clause 1 - Terms and definitions
The terms and definitions in the Sale and Purchase Agreement shall have the
same meaning in this Agreement.
Clause 2 - Non competition
2.1. Each of the Sellers compromise not to participate or have any
interests, directly or indirectly, related to Avemarau's activities.
2.2. Clause 2.1 shall be valid in Brazil territory as well as in any other
South-American country.
2.3. The Sellers compromise not to induce any employee or individual
related to Avemarau to leave their employment or stop rendering services to
Avemarau by any particular reason or purpose. However, in case of any employee
or individual terminate their employment relationship with Avemarau, such
employee or individual can be contracted or employed by any of the Sellers (or
any companies that they are involved), if such employee or individual was not
developing any activity related to the Business.
2.4. The Sellers compromise not to disclose to any individual, any kind of
information or any trade data related to the Business and not to use such
information or trade data to their own or any third person's benefit. The
Sellers hereby compromise not to practice any activity that may cause any damage
into the Business or into the Assets as well as not to take any major that may
affect the relationship between Avemarau, its clients and employees.
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Clause 3 - Payment
3.1. As a consequence of this Agreement, Buyer shall pay to the Sellers,
the amount of US$ 7,589,641.00 (seven millions, five hundred and eight-nine
thousand, six hundred and forty-one american dollars) (the "Payment Amount"), on
the Closing Date.
3.2. The Payment Amount shall be paid through a bank account indicated by
the Sellers, in writing, to the Buyer on the Closing Date.
Clause 4 - Indemnification
The Sellers hereby agree to indemnify and maintain the Buyer immune of any
loss, damages, costs, claims, expenses or responsibilities arising from their
acts as a result of the non-performance of this Agreement by the Sellers.
The Seller that breaches this Agreement, shall lose the right on the
parcels of the Additional Price that were not paid until the time of the
violation.
Clause 5 - Validity
The validity of this Agreement will be conditioned to the success of the
transactions involving the transfer of quotas from the Sellers to the Buyer.
Clause 6 - Term
The compromise assumed by the Sellers by this Agreement for Non Competition
shall be in effect, bound and liability for 5 (five) years, counted from the end
of the term of its employment contract with Avemarau.
Clause 7- Irrevocability and Successor
This Agreement is irrevocable and bound, obligating the parties, and
successors at any title, since that, however, this Agreement and all of its
rights and obligations hereunder shall not be ceded or transferred by any part
without the written and previous consent of the other part.
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In witness whereof, the parties have caused this Agreement to be executed in 3
(three) copies of identical content in the presence of the 2 (two) undersigned
witnesses.
June 30, 1998
The GSI Group, INC.
/s/ The GSI Group, INC.
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/s/ Xxxxxxxx Segatt
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Xxxxxxxx Segatt
/s/ Neuri Segatt
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Neuri Segatt
/s/ Edemar Segatt
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Edemar Segatt
/s/ Xxxx Salete Segatt Ractz
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Xxxx Salete Segatt Ractz
/s/ Xxxxxxxxx Segatt
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Xxxxxxxxx Segatt
Witnesses:
1. /s/ Xxxxxx Xxxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxx Granzier
2. /s/ Xxxxxx Xxxx Xxxxx
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Xxxxxx Xxxx Xxxxx
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