NON-COMPETE AGREEMENT
DATE: February 15, 1999
PARTIES: Taurus Numeric Tool, Inc., a Minnesota corporation ("Company")
Xxxxxx Xxxxxx ("Winter")
RECITALS
A. Winter has considerable knowledge and experience relating to the
business of the Company as a result of his employment by the Company and
ownership of capital stock of the Company, all of the stock of which has been
acquired by WSI Industries, Inc. as of the date hereof.
B. The Company and Winter acknowledge that the Company would be
irreparably harmed in the event Winter competed with the Company during the
term of this Agreement.
C. The Company and Winter desire to set forth in this Agreement their
understandings and agreements.
AGREEMENTS
1. The term of this Agreement shall begin on the date hereof and
continue until February 15, 2004.
2. During the term of this Agreement, Winter shall not, directly or
indirectly, alone or as an officer, director, stockholder, partner,
associate, employee, agent, principal, salesman, consultant, creditor, owner,
representative, or in any other capacity, (i) take any action in or
participate with or become interested or associated with any person, firm,
partnership, corporation or other entity whatsoever which intends to engage,
or is engaged, anywhere in the world, in the business of custom precision
contract machining and related businesses in competition with the Company; or
(ii) employ, solicit or in any way retain any employee of the Company.
Notwithstanding the foregoing, Winter may provide consulting services to a
business conducted directly by Xxxxxx X. Xxxxxx, provided such business
conducted by Xxxxxx X. Xxxxxx is not contrary to the non-compete restrictions
set forth in the Equipment Purchase and Non-Compete Agreement between the
Company, Xxxxxx X. Xxxxxx and JRW Enterprises, Inc. In consideration of
Winter's agreements under this Section 2, so long as Winter is not in
violation of the terms of this Section 2, the Company shall pay Winter a
total of $500,000 payable $25,000 per quarter beginning on May 1, 1999 and
thereafter on the first day of each February, May, August and November.
3. If, at the time of enforcement of Section 2, a court shall hold
that the duration, scope or area restriction stated herein is unreasonable,
under circumstances then existing, the parties agree that the maximum
duration, scope or area reasonable under such circumstances shall be
substituted for the state of duration, scope or area.
4. In the event of the breach of Winter of any of the provisions of
Section 2, the Company, in addition and supplementary to any other rights and
remedies existing in its favor, may apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violation of the provisions hereof.
5. The Company shall have the right to offset any amounts due
hereunder for any and all liabilities, obligations or claims the Company may
have against Winter.
6. This Agreement may not be changed orally. No modification,
termination or attempted waiver of any of the provisions of this Agreement
shall be valid unless in writing signed by the party against whom the same is
sought to be enforced.
7. The validity, enforceability, construction and interpretation of
this Agreement shall be governed by the laws of the State of Minnesota.
8. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns. The rights and obligations of
Winter hereunder are personal and may not be assigned or transferred except
as may be agreed to in writing by the Company.
9. In the event of Winter's death or disability during the term of
this Agreement, all payments due hereunder shall be made on their scheduled
payment dates.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
and year first above written.
TAURUS NUMERIC TOOL, INC.
By: /S/ XXXXXXX X. XXXXX
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Its: President
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/S/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
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