Exhibit 10.22
NON-COMPETITION DEED
This Non-Competition Deed is made as of the 1st day of DEC., 2003,
BETWEEN
1. GSRWB, INC a company incorporated in the State of Delaware, United States of
America ("GSRW")
AND
2. XXXXX XXXXXX of 00 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxx 0 ("Xx Xxxxxx").
WHEREAS:
A. Pursuant to a Merger and Acquisition Agreement dated July 31, 2003 between
The Roaring Water Bay Spirits Group Limited, The Roaring Water Bay
Marketing and Sales Company Limited, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx
Milk Products Limited, Xxxxx Investments Limited, Great Spirits Company,
LLC, Great Spirits Corp (the "Merger Agreement") inter alia Xx Xxxxxx
transferred his Shares in Roaring Water Bay Spirits Group Limited and
Roaring Water Bay Spirits Marketing and Sales Company Limited to GSRW.
B. Defined terms herein shall the meaning set out in the Merger Agreement,
unless otherwise defined in this Deed. Xx. Xxxxxx has entered into this
Deed in connection with the Merger Agreement.
1 COVENANT NOT TO COMPETE OR SOLICIT
1.1 For a period of 2 years after the date of the Merger Agreement (the
"Non-Competition Period"), Xx. Xxxxxx shall not, without the prior written
consent of GSRW, such consent not to be unreasonably withheld, directly or
indirectly, as a consultant to, officer, director, independent contractor,
shareholder or other owner or participant in any entity engage in the
business of the sale and marketing of alcohol products competing directly
with the products sold and marketed by RW and RW-UK as at the date of this
Deed in Ireland and the United Kingdom.
1.2 During the Non-Competition Period, Xx. Xxxxxx shall not directly or
indirectly, solicit, encourage or take any other action which is intended
to induce or encourage, or has the effect of inducing or encouraging any
employee of RW or RW-UK to terminate his or her employment with RW or
RW-UK.
1.3 Xx. Xxxxxx acknowledges that it would be difficult to fully compensate GSRW
for damages for any breach of this Agreement. Accordingly, Xx. Xxxxxx
specifically agrees that GSRW shall be entitled to temporary and injunctive
relief to enforce the provisions of this Section and that such relief may
be granted without the necessity to prove actual damages.
2 MISCELLANEOUS
2.1 All notices or communication required or permitted under this Deed shall be
made in writing and delivered personally to the other party or sent by
certified or registered post, return receipt requested and postage prepaid
or express courier with confirmation of delivery to the following addresses
(or such other address for a party as shall have been specified by like
notice):
(a) if to GSRW, to:
GSRWB, Inc.
Xxxx Xxxx
Xxxxx X
Xxx Xxxx 00000
X.X.X.
Fax No: [_________________________________________]
(b) if to Xx. Xxxxxx, to:
00 Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxx 0X
Xxxxxxx
Fax No: [_________________________________________]
2.2 This Deed shall be construed under and governed by the laws of Ireland and
the Courts of Ireland shall have exclusive jurisdiction to deal with all
disputes arising from or touching upon this Agreement.
2.3 If any provision of this Deed is unenforceable or illegal, the remainder of
this Deed shall remain in full force and effect. If any one or more
provisions contained in this Deed shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject,
such provisions shall be construed by limiting and reducing it so as to be
enforceable to the extent compatible with existing law.
2.4 This Deed will not be assignable. Subject to the previous sentence, this
Deed shall inure to the benefit of GSRW and its successors and assigns.
2.5 This Deed contains the entire agreement and understanding of the parties
and supersedes all prior discussions, agreements and understandings
relating to the subject matter hereof. This Deed may not be changed or
modified, except by an agreement in writing executed by GSRW and Xx.
Xxxxxx.
2.6 The waiver of a breach of any term or provision of this Deed, which must be
in writing, shall not operate as or be construed to be a waiver of any
other previous or subsequent breach of this Deed.
2
2.7 This Deed may be executed in counterparts, and each counterpart shall have
the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.
IN WITNESS WHEREOF, the parties have duly executed this Deed as of the date and
year first above written.
3
EXECUTED AS A DEED BY AND BEHALF
OF GSRW BY:
/s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: President
SIGNED, SEALED AND DELIVERED
BY XX XXXXXX
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Signature
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Print Name
/s/ Xxxxxx X'Xxxx
-------------------------------------
Witness
-------------------------------------
Witness
-------------------------------------
Witness
4
