EXHIBIT 10.24
CONFIDENTIALITY AND NONCOMPETE AGREEMENT
THIS AGREEMENT is made as of ________ __, 2004, between
Commercial Vehicle Group, Inc., a Delaware corporation (the "Company"), and
____________________ ("Executive").
WHEREAS, in connection with the Company's grant of stock
options to Executive, the Company and Executive desire to enter into an
agreement (i) defining the relative rights of the Company and Executive with
respect to Intellectual Property (as defined below) owned by the Company or its
customers or clients to which Executive may have access or may contribute as a
result of Executive's employment with the Company and (ii) setting forth the
obligation of Executive to refrain from competing with the Company during his
employment with the Company and for a period of time thereafter as provided
herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive hereby
agree as follows:
1. Stock Options. Executive hereby acknowledges that the
covenants and agreements contained herein are given and entered into by
Executive in consideration of the Company's grant of stock options to Executive
for the option to purchase up to ________ shares of the Company's common stock
at a price of $________ per share, pursuant to the Company's resolution of its
board of directors, dated as of May 20, 2004.
2. Nondisclosure and Nonuse of Confidential Information.
(a) Executive shall not disclose or use at any time, either
during his employment with the Company or thereafter, any Confidential
Information (as defined below) of which Executive is or becomes aware, whether
or not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by Executive's performance
of duties assigned to Executive by the Company. Executive shall take all
reasonably appropriate steps to safeguard Confidential Information and to
protect it against disclosure, misuse, espionage, loss and theft.
(b) As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public and
that is used, developed or obtained by the Company in connection with its
business, including but not limited to (i) products or services, (ii) fees,
costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings,
photographs and reports, (vi) computer software, including operating systems,
applications and program listings, (vii) flow charts, manuals and documentation,
(viii) data bases, (ix) accounting and business methods, (x) inventions,
devices, new developments, methods and processes, whether patentable or
unpatentable and whether or not reduced to practice, (xi) customers and clients
and customer or client lists, (xii) copyrightable works, (xiii) all information
comprising the Transferred Property, (xiv) all technology and trade secrets, and
(xv) all similar and related information in whatever form. Confidential
Information shall not include any information that has been published in a form
generally available to the public prior to the date Executive proposes to
disclose or use such information. Information shall not be deemed to have been
published merely because individual portions of the information have been
separately published, but only if all material features comprising such
information have been published in combination.
3. The Company's Ownership of Intellectual Property.
(a) In the event that Executive, as part of his activities on
behalf of the Company generates, authors or contributes to any invention,
design, new development, device, product, method or process (whether or not
patentable or reduced to practice or comprising Confidential Information), any
copyrightable work (whether or not comprising Confidential Information) or any
other form of Confidential Information relating directly or indirectly to the
Company's business as now or hereinafter conducted (collectively, "Intellectual
Property"), Executive acknowledges that such Intellectual Property is the
exclusive property of the Company and hereby assigns all right, title and
interest in and to such Intellectual Property to the Company. Any copyrightable
work prepared in whole or in part by Executive will be deemed "a work made for
hire" under Section 201(b) of the 1976 Copyright Act, and the Company shall own
all of the rights comprised in the copyright therein. Executive shall promptly
and fully disclose all Intellectual Property to the Company and shall cooperate
with the Company to protect the Company's interests in and rights to such
Intellectual Property (including, without limitation, providing reasonable
assistance in securing patent protection and copyright registrations and
executing all documents as reasonably requested by the Company, whether such
requests occur prior to or after termination of Executive's employment with the
Company).
4. Delivery of Materials Upon Termination of Employment. As
requested by the Company from time to time and upon the termination of
Executive's employment with the Company for any reason, Executive shall promptly
deliver to the Company all copies and embodiments, in whatever form, of all
Confidential Information and Intellectual Property in Executive's possession or
within his control (including, but not limited to, written records, notes,
photographs, manuals, notebooks, documentation, program listings, flow charts,
magnetic media, disks, diskettes, tapes and all other materials or mediums
containing any Confidential Information or Intellectual Property) irrespective
of the location or form of such material and, if requested by the Company, shall
provide the Company with written confirmation that all such materials have been
delivered to the Company.
5. Noncompetition. Executive acknowledges and agrees with the
Company that Executive's services to the Company are unique in nature and that
the Company would be irreparably damaged if Executive were to provide similar
services to any person or entity competing with the Company or engaged in a
similar business. Executive accordingly covenants and agrees with the Company
that during the period commencing with the date of this Agreement and ending on
the second anniversary of the date of the termination of Executive's employment
with the Company (the "Noncompetition Period"), Executive shall not, directly or
indirectly, either for himself or for any other individual, corporation,
partnership, joint venture or other entity, participate in any business
(including, without limitation, any division, group or franchise of a larger
organization) anywhere in the world which engages or which proposes to engage in
the promotion, development, sale, distribution or production of interior
systems, vision safety solutions and other cab-related products for the global
commercial vehicle market, including, without limitation, the heavy-duty
(Class-8) truck market, the construction market and
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other specialized transportation markets, or any other business hereafter
conducted by the Company but prior to Executive's termination. For purposes of
this Agreement, the term "participate in" shall include, without limitation,
having any direct or indirect interest in any corporation, partnership, joint
venture or other entity, whether as a sole proprietor, owner, stockholder,
partner, joint venturer, creditor or otherwise, or rendering any direct or
indirect service or assistance to any individual, corporation, partnership,
joint venture and other business entity (whether as a director, officer,
manager, supervisor, employee, agent, consultant or otherwise).
6. Nonsolicitation. During the Noncompetition Period,
Executive shall not (i) induce or attempt to induce any employee of the Company
to leave the employ of the Company, or in any way interfere with the
relationship between the Company and any employee thereof, (ii) hire directly or
through another entity any person who was an employee of the Company at any time
during the Noncompetition Period, or (iii) induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company to cease
doing business with the Company, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and the
Company (including, without limitation, making any negative statements or
communications concerning the Company).
7. Notices. Any notice provided for in this Agreement must be
in writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
To the Company:
Commercial Vehicle Group, Inc.
0000 Xxxx Xxxxxx Xxx
Xxx Xxxxxx, XX 00000
Attn:
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Telecopy: (000) 000-0000
With copies to:
Hidden Creek Industries
0000 XXX Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxxxx
Telecopy: (000) 000-0000
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To Executive:
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or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
8. General Provisions.
(a) Company Subsidiaries. For purposes of Sections 2, 3, 4, 5,
6 and 8(b) and (c) of this Agreement, the term "Company" shall include all
subsidiaries of the Company.
(b) Not an Employment Agreement. Executive and the Company
acknowledge and agree that this Agreement is not intended and should not be
construed to grant Executive any right to continued employment with the Company
or to otherwise define the terms of Executive's employment with the Company.
(c) Absence of Conflicting Agreements. Executive hereby
warrants and covenants that (i) his employment by the Company and his execution,
delivery and performance of this Agreement do not and shall not result in a
breach of the terms, conditions or provisions of any agreement, instrument,
order, judgment or decree to which Executive is subject, (ii) Executive is not a
party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms.
(d) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The parties
agree that a court of competent jurisdiction making a determination of the
invalidity or unenforceability of any term or provision of Section 5 of this
Agreement shall have the power to reduce the scope, duration or area of any such
term or provision, to delete specific words or phrases or to replace any invalid
or unenforceable term or provision in Section 5 with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified.
(e) Complete Agreement. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings,
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agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
(f) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(g) Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and Executive and their respective successors and assigns;
provided that the rights and obligations of Executive under this Agreement may
not be assigned or delegated without the prior written consent of the Company.
(h) Choice of Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the exhibits
hereto shall be governed by the internal law, and not the law of conflicts, of
the State of Delaware.
(i) Remedies. Each of the parties to this Agreement shall be
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorneys fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. he parties hereto agree and acknowledge that Executive's breach of any
term or provision of this Agreement shall materially and irreparably harm the
Company, that money damages shall accordingly not be an adequate remedy for any
breach of the provisions of this Agreement by Executive and that the Company in
its sole discretion and in addition to any other remedies it may have at law or
in equity shall be entitled to specific performance and/or other injunctive
relief from any court of law or equity of competent jurisdiction in order to
enforce or prevent any violations of the provisions of this Agreement (without
posting any bond or deposit).
(j) Amendment and Waiver. The provisions of this Agreement may
be amended and waived only with the prior written consent of the Company and
Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
COMMERCIAL VEHICLE GROUP, INC.
By
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Its
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[EXECUTIVE]
