Exhbit 10(e)
CONFIDENTIALITY AND NONCOMPETITION
AGREEMENT
This
Confidentiality and Noncompetition Agreement
(“Agreement”) is entered into by and between The
Valspar Corporation, including its subsidiaries,
(“Valspar”) and William L. Mansfield
(“Executive”).
1. Understandings.
In consideration of his appointment to, and
impending assumption effective February 23, 2005 of, the position
of President/Chief Executive Officer and the compensation and
benefits he shall receive therewith, Executive voluntarily agrees
to the terms of this Agreement. Executive agrees and acknowledges
that Valspar informed Executive, as part of its original offer of
employment as President/Chief Executive Officer, that the
restrictions contained in this Agreement would be required as a
term and condition of his new position with Valspar. Executive and
Valspar acknowledge that the restrictions set forth in this
Agreement have been carefully considered and negotiated between the
parties. Executive understands and acknowledges that by the nature
of his position as an important and highly-compensated executive
employee he will develop intimate knowledge of Valspar’s
business and its Confidential Information and maintain close
working relationships with Valspar’s employees, customers,
and business partners around the world. In light of these
understandings, Executive agrees that the covenants set forth in
this Agreement are reasonable and will not unduly restrict
Executive in securing other employment in the event of termination
of employment. Executive and Valspar further agree that the
post-employment restrictions and obligations contained in this
Agreement shall survive termination of Executive’s employment
and shall apply regardless of whether Executive’s termination
is voluntary or involuntary, and regardless of the reason for the
termination.
2. Duties.
During his employment with Valspar, Executive
shall serve Valspar faithfully and to the best of his ability and
shall devote his full business and professional time, energy, and
diligence to the performance of his job duties unless otherwise
agreed in writing by Valspar. Executive shall perform such duties
for Valspar (i) as are customarily incident to his position and
(ii) as may be assigned or delegated to him from time to time by
Valspar. During his employment with Valspar, Executive shall not
engage in any other business activity that would conflict or
interfere with his ability to perform his duties under this
Agreement.
3. Confidential
Information.
a. “Confidential
Information” shall mean any information not generally known
or readily ascertainable by Valspar’s competitors or the
general public, and includes trade secrets. Confidential
Information includes, but is not limited to, Valspar’s
acquisition or divestiture strategy, contemplated product line,
manufacturing processes, compilations, manufacturing
representatives and distributors, Valspar’s business and
financial methods and practices, plans, pricing, marketing,
merchandising and selling techniques and information, research and
development data, customer lists, supplier lists, business
strategy, methods, know-how, formulas, Inventions, discoveries, and
information relating to existing and potential claims, disputes,
and litigation. Executive acknowledges that Valspar owns such
Confidential Information.
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b.
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Both during and
after the term of Executive’s employment with
Valspar:
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i) Executive agrees
to take all reasonable and prudent steps to protect and preserve
Valspar’s Confidential Information.
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ii) Executive
expressly agrees that he shall not, during the term of employment
or at any time thereafter, divulge, furnish, or make accessible to
anyone, or use in any way, any Confidential Information, other than
for benefit of Valspar in the ordinary course of the business of
Valspar. Other than for Valspar, Executive shall not at any time
provide services to any person or entity if providing such services
would require or likely result in Executive’s using or
disclosing Confidential Information.
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iii) Executive will
treat information as confidential when it is labeled
“confidential” or “trade secret.” Executive
will also treat information not expressly identified as
“confidential” or “trade secret” as
confidential if, under the circumstances, Executive knows or has
reason to know that Valspar intends to keep that type of
information confidential.
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iv) Valspar and
Executive agree that any Confidential Information that Executive
receives shall not be governed by this Agreement if such
Confidential Information: (i) is or becomes public knowledge
through no act or failure to act by Executive, or (ii) is or
becomes available to Executive from an unrestricted third party
without a breach of confidentiality.
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v) Executive shall
make no attempts or assist any other parties in attempting to
reverse compile, disassemble, or otherwise reverse engineer
Valspar’s Confidential Information, nor shall Executive
knowingly permit others to do so.
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4. Noncompetition and
Nonsolicitation. Executive agrees that during
his employment with Valspar and for a period of three (3) years
immediately following termination of his employment with Valspar,
Executive shall not (except on Valspar’s behalf during
Executive’s employment), directly or indirectly, for himself
or for any other person or entity:
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a.
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Own any
interest in, manage, control, participate in, consult with, be
employed by, render services for, plan, organize, or in any manner
engage in any business involving the design, development,
manufacture, marketing, sale, or distribution of any Competitive
Product within any geographical area in the world (it being
acknowledged and agreed that Valspar’s business is worldwide
in scope). Nothing herein shall prohibit Executive from being a
passive owner of not more than one percent of the outstanding stock
of any class of a corporation which is publicly traded, so long as
Executive has no active participation in the business of such
corporation. “Competitive Product” means any product,
process, or service (including any component thereof or research to
develop information u
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