0001047469-05-020662 Sample Contracts

NONCOMPETITION AGREEMENT
Noncompetition Agreement • August 3rd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware

THIS NONCOMPETITION AGREEMENT ("Noncompetition Agreement") is being entered into as of July 21, 2005, by and among SCHNEIDER ELECTRIC SA, a societé anonyme organized under the laws of the Republic of France ("Parent"), BEI TECHNOLOGIES, INC., a Delaware corporation (the "Company") and ("Stockholder").

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SCHNEIDER ELECTRIC LETTERHEAD]
Confidentiality Agreement • August 3rd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • New York

In order to facilitate the consideration and negotiation of a possible negotiated transaction involving Schneider Electric SA (the "Recipient") and BEI Technologies, Inc. (the "Company"), the Recipient has requested access to certain non-public information regarding the Company and its subsidiaries. This letter agreement sets forth the Recipient's obligations regarding the use and disclosure of such information and regarding various related matters.

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