EXHIBIT 10(10)
NON-COMPETITION AGREEMENT
This NON-COMPETITION AGREEMENT made and entered into as of
March 31, 1999 by and between Illinois Tool Works Inc., a Delaware
corporation ("ITW"), and Industrial Rubber Products, Inc., a
Minnesota corporation (hereinafter referred to as "IRP").
W I T N E S E T H:
WHEREAS, ITW, pursuant to a Purchase Agreement dated March 25,
1999 (the "Purchase Agreement"), has agreed to sell to IRP
substantially all the assets of its Irathane Systems Division, (the
"Division").
WHEREAS, in order for each party hereto to induce the other to
enter into the Purchase Agreement and to consummate the transac-
tions contemplated therein, ITW has agreed to enter into this Non-
Competition Agreement.
NOW, THEREFORE, for and in consideration of the promises and
mutual covenants and agreements herein contained, the parties agree
as follows:
1. Terms. Terms used herein which are defined in the
Purchase Agreement shall have the same meaning herein as therein.
2. Covenant Not to Compete. ITW agrees that it shall not,
for a period of five (5) years from and after the Closing Date, as
defined in the Purchase Agreement, carry on, engage in or control
any business which competes with the business of the Division as
conducted immediately prior to Closing in the jurisdictions where
the Business is carried on at Closing. The "business" of the
Division shall refer to the manufacturing and selling of cast
urathane parts and coatings for equipment and structural surfaces.
(the "Business"). Nothing in this Agreement or the Purchase
Agreement shall prevent ITW from acquiring and then being engaged
in or carrying on the whole or part of a business that includes
activities the carrying on of which would otherwise amount to a
breach of the undertaking contained in this Agreement or Section
4.1.4 of the Purchase Agreement if the annual turnover of such
activities does not amount to ten (10) percent or more of the
aggregate annual turnover of the business concerned. In the event
of a purchase of a business during the five (5) year time period
referred to above, ITW shall promptly notify IRP of said purchase.
Within thirty (30) days of said notification, IRP may elect to
purchase said business by written notice to ITW. The Purchase
Price for the business shall be the Purchase Price paid by ITW for
said business, together with all costs and expenses incurred in
connection with said purchase. To the extent the parties cannot
agree upon a Purchase Price within thirty (30) days of IRP's
election of its purchase right, then the Chicago office of a big
five public accounting firm selected by the parties shall be
employed as arbitrator hereunder to determine the Purchase Price
due and payable for the business. The arbitrating accountant's
determination with respect to any dispute shall be in writing and
shall be final and binding upon the parties hereto. This covenant
not-to-compete shall extend to each geographic area in which IRP
carries on the Business as of the date hereof.
The time period, geographical area and scope of the
restrictions on ITW's activities hereunder are divisible so that if
any provision of the preceding paragraph is held invalid or
unenforceable, such provision shall be automatically modified to
the extent necessary to render such provision valid and
enforceable.
4. Confidential Information. ITW agrees that it shall not,
at any time during the term of the agreement, directly or
indirectly, disclose to others any confidential information or
trade secrets relating to any of the existing or presently
contemplated products, technology, engineering, manufacturing
processes, sales methods, customer lists, customer usages and
requirements and other business information and data heretofore
utilized in the conduct of the Business, so long as IRP shall
consider such information to be confidential or a trade secret and
if not otherwise publicly available.
5. Injunctive Relief. ITW and IRP agree that, in addition
to any other relief which may be available in law or equity,
injunctive relief in any court of jurisdiction shall be a remedy to
which IRP shall be entitled for any breach of this Non-Competition
Agreement by ITW.
6. General. This Non-Competition Agreement shall be
governed in accordance with the laws of the State of Minnesota and
may not be modified, amended or supplemented in any respect except
by a subsequent written agreement entered into by and between ITW
and IRP.
This Non-Competition Agreement may be executed in counter-
parts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.
ILLINOIS TOOL WORKS INC.
By: /s Xxxxxxx X. Xxxxxx
Title: General Manager, ITW PRC
INDUSTRIAL RUBBER PRODUCTS, INC.
By: /s Xxxxxx X. Xxxxxx
Title: President
