Exhibit 10.52
NON-COMPETITION AGREEMENT
March 28, 2000
Xx. Xxxxx X. Xxxxxx
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxxxx:
You are to be employed as President by Lionbridge Technologies, Inc., a
Delaware corporation (the "Company"). In consideration of your employment by the
Company, you hereby covenant and agree with the Company as follows:
1. The term of this Agreement shall be for a period commencing on the date
the merger of LTI Acquisition Corp with and into INT'X.xxx, Inc. shall be
consummated pursuant to a certain Agreement and Plan of Reorganization of even
date herewith (the "Merger Agreement") and ending 12 months from the date of
termination of your employment by the Company.
2. During the term hereof, you will not, without the Company's prior
written consent, directly or indirectly, alone or as a partner, joint venturer,
officer, director, employee, consultant, agent, independent contractor or
stockholder of any company or business, engage or otherwise have a financial
interest in any business activity which is directly or indirectly in competition
in the United States, Belgium, People's Republic China, France, Ireland, Japan,
Korea, The Netherlands, Taiwan, or any other geographic area where the business
is being conducted or as proposed to be conducted with any of the products or
services being developed, marketed, distributed, planned, sold or otherwise
provided by the Company at such time. The ownership by you of not more than one
percent of the shares of stock of any corporation having a class of equity
securities actively traded on a national securities exchange or on the Nasdaq
Stock Market shall not be deemed, in and of itself, to violate the prohibitions
of this paragraph.
3. During the term hereof, you will not, directly or indirectly, employ,
or knowingly permit any other company or business organization which employs you
or is directly or indirectly controlled by you to employ, any person who is
employed by the Company at any time during the term hereof, or in any manner
seek to induce any such person to leave his or her employment with the Company.
4. During the term of this Agreement, you will not solicit or do business
with, directly or indirectly, any present or past customer of the Company, or
any prospective customer of the Company with whom you have had contact, in
connection with any business activity which would violate any other provision of
this Agreement.
5. You hereby represent that, except as you have disclosed in writing to
the Company, you are not a party to, or bound by the terms of, any agreement
with any previous employer or other party to refrain from using or disclosing
any trade secret or confidential or proprietary
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information in the course of your employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous employer
or any other party. You further represent that your performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement to keep in confidence proprietary information, knowledge or data
acquired by you in confidence or in trust prior to your employment with the
Company, and you will not disclose to the Company or induce the Company to use
any confidential or proprietary information or material belonging to any
previous employer or others.
6. You agree that the breach of this Agreement by you will cause
irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of your obligations hereunder.
7. You understand that this Agreement does not create an obligation on the
Company or any other person or entity to continue your employment.
8. Any amendment to or modification of this Agreement, and any waiver of
any provision hereof, shall be in writing. Any waiver by the Company of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach hereof. This Agreement may be executed in two
counterparts, each of which shall be original and both of which together shall
constitute one and the same instrument.
9. You hereby agree that each provision herein shall be treated as a
separate and independent clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of the other clauses herein.
Moreover, if one or more of the provisions contained in this Agreement shall for
any reason be held to be excessively broad as to scope, activity or subject so
as to be unenforceable at law, such provision or provisions shall be construed
by the appropriate judicial body by limiting and reducing it or them, so as to
be enforceable to the maximum extent compatible with the applicable law as it
shall then appear.
10. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
11. The term "Company" shall include Lionbridge Technologies, Inc., and
any subsidiaries, subdivisions or affiliates. The Company shall have the right
to assign this Agreement to its successors and assigns, and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by said
successors or assigns. Please indicate your acceptance of the foregoing by
signing and returning one copy to the undersigned.
12. If the Merger Agreement is terminated prior to the closing thereunder,
this Agreement shall automatically terminated and be without further force or
effect.
[Signature to follow immediately]
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Very truly yours,
LIONBRIDGE TECHNOLOGIES, INC.
By:
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Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
AGREED TO AND ACCEPTED as of
the date first above written:
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Xxxxx X. Xxxxxx
