January 26, 2007 Charles D. Kissner 120 Rose Orchard Way San Jose, CA 95134 Re: Non-Competition Agreement Dear Chuck:
Exhibit 10.13
January 26, 2007
Xxxxxxx X. Xxxxxxx
000 Xxxx Xxxxxxx Xxx
Xxx Xxxx, XX 00000
000 Xxxx Xxxxxxx Xxx
Xxx Xxxx, XX 00000
Re: Non-Competition Agreement
Dear Xxxxx:
As you are aware, Stratex Networks, Inc. (the “Company”) is contemplating a merger with Xxxxxx
Corporation (“Harris”), which will result in the creation of Xxxxxx Stratex Networks Incorporated
(the “Merger”). In the event the Merger is successfully completed, all of your shares of Company
stock will be acquired by Xxxxxx Stratex Networks Incorporated (“HSNI”).
You are the largest employee stockholder of the Company, and Executive Chairman and employee
of the Company, and in order to help protect the goodwill of the Company that is being transferred
to HSNI, it is the Company’s and HSNI’s desire to have you enter into this Non-Competition
Agreement (the “Agreement”). As a result, and subject to the successful closing of the Merger, you
agree as set forth below.
1. Non-Competition: During the Period (as defined below), you will not, as a
compensated or uncompensated officer, director, consultant, advisor, partner, joint venturer,
investor, independent contractor, employee or otherwise, provide any work, labor, services,
advice or assistance to any person or entity that competes with the Business (as defined
below). In the event of your breach of this Paragraph, the Company shall not be obligated to provide
you with any further payments required under this Agreement.
2. Definitions:
a. “Period”: For purposes of this Agreement, “Period” means the period
beginning on the closing date of the Merger and continuing until one year after the later of
(a) the
date of termination of your employment with the Company, or (b) the closing date of the
Merger;
and
b. “Business”: For purposes of this Agreement, “Business” means the
business of the Company as of the closing date of the Merger, which is the design,
manufacture,
distribution (directly or indirectly), or integration of any digital microwave products
substantially
similar to current Company products in form, fit, or function and used in terrestrial
microwave
point-to-point telecommunications networks anywhere in the world.
3. Scope: The restrictions described in Paragraph 1 shall apply in each and every
county (and/or any other similar geographic subdivision) in the State of California, the
United
States of America, and the rest of the world, where the Company has engaged in the Business as
of the closing date of the Merger.
4. Compensation: In exchange for your compliance with your obligations under this
Agreement, HSNI or its successor(s) will pay you the total sum of $330,000. Such payment
Xxxxxxx X. Xxxxxxx
January 2007
Page 2
January 2007
Page 2
shall be made to you in two installments of $165,000, payable six and 12 months after the later of
the dates in Paragraph 2a(a) and (b); each installment will be mailed to you at your residence
address.
5. Severability: If any provision of this Agreement is deemed invalid, illegal, or
unenforceable, such provisions shall be modified so as to make it valid, legal and
enforceable,
and the legality, validity, and enforceability of the remaining provisions of this Agreement
shall
not in any way be affected.
6. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
7. Effectiveness: The effectiveness of this Agreement is expressly conditioned upon
the successful closing of the Merger, and the effective date of this Agreement shall be the
closing
date of the Merger. If the Merger does not close successfully, this Agreement shall be of no
legal force or effect.
8. Entire Agreement: This Agreement constitutes the entire agreement between you,
on the one hand, and HSNI and the Company, on the other hand, concerning your post-employment, non-competition obligations, and it supersedes all prior negotiations,
representations and agreements concerning that subject, including Paragraph 10 of your
Employment Agreement of May 14, 2002 (the “Employment Agreement”), which paragraph
shall be of no further force or effect if this Agreement becomes effective. (Except as
described
in the previous sentence, the Employment Agreement, as amended, shall remain in full force and
effect.)
9. Modification: This Agreement may only be modified or amended by a
supplemental written agreement signed by you and authorized representatives of HSNI and the
Company.
Sincerely,
Xxxxxx Stratex Networks, Inc. | ||||
By:
|
/s/ Xxx X. Xxxxxxxx
|
|||
Stratex Networks, Inc. | ||||
By:
|
/s/ V. Xxxxx Xxxxxxxxx
|
I agree to and accept the terms and conditions of this Non-Competition Agreement.
Dated: January 26, 2007 | /s/ Xxxxxxx X. Xxxxxxx | |||
Xxxxxxx X. Xxxxxxx | ||||