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EXHIBIT 10.18
CONSULTING, NON-COMPETITION AND
CONFIDENTIALITY AGREEMENT
This Consulting, Non-Competition and Confidentiality Agreement
(the
"AGREEMENT") is made as of the 5th day of
November 2004 (the "EFFECTIVE DATE"),
by and between Richard Harcke ("HARCKE")
and Haynes Wire Company, a Delaware
corporation ("BUYER").
PRELIMINARY STATEMENT
Prior to the date hereof, Sellers have engaged in the business
of
owning and operating a wire manufacturing
business (the "BUSINESS"). This
Agreement is made in connection with and as
a condition to consummation of the
transactions contemplated by a certain
Asset Purchase Agreement dated October
28, 2004, by and among Harcke, The Branford
Wire and Manufacturing Company, a
Connecticut corporation ("BRANFORD"),
Carolina Industries, Inc. a Connecticut
corporation ("CAROLINA INDUSTRIES")
(Branford and Carolina Industries together,
"SELLERS") and Buyer (the "ASSET PURCHASE
AGREEMENT"). Under the terms of the
Asset Purchase Agreement, Buyer has agreed
to purchase, and Sellers have agreed
to sell, the assets used in Sellers'
operation of the Business. Harcke has
acquired extensive knowledge about the
conduct of the Business as the owner and
operator of Sellers. This Agreement is
entered into between Buyer and Harcke to
protect the goodwill of the Business that
is being sold to Buyer by Sellers and
to protect against unfair competition by
Harcke. All capitalized terms not
herein defined have the meaning ascribed to
them in the Asset Purchase
Agreement.
AGREEMENT
In consideration of the premises and mutual covenants contained in
this
Agreement and as an inducement to Buyer to
enter into the Asset Purchase
Agreement, the parties hereby agree as
follows:
I.
CONSULTING
A. SERVICES. For a period of six (6) months from the Effective
Date,
Harcke will, at the request of the officers
of Buyer from time to time, provide
consulting services to Buyer or any
affiliate of Buyer with respect to all
aspects of the Business, including without
limitation the provision of advice on
business strategy and operations for the
Business and management advice and
consultation to the officers of Buyer
(collectively, the "SERVICES"). Harcke
shall provide the Services at such times as
may be reasonably requested by
Buyer.
II.
NON-COMPETITION
A. AGREEMENT NOT TO COMPETE. To protect Buyer's interest in the
goodwill acquired by Buyer from Sellers and
to prevent unfair competition, for a
period of seven (7) years from the
Effective Date (the "RESTRICTED PERIOD"),
except as provided in SECTION II(A) and
subject to the geographical limitations
set forth in SECTION II(B), Harcke shall
not:
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1. Engage in any activity directly or indirectly, as an owner,
consultant, independent contractor or otherwise in the Business or
any
related business that is competitive with Buyer, including
without
limitation any activity that is necessary or incident to the
conduct of
the Business or any related business in a manner similar to any of
the
business practices engaged in by either Seller during Harcke's
ownership and operation of such Seller; provided, however,
nothing
contained in this Agreement shall prevent either Seller from
continuing
to sell the Excess Inventory (as such term is defined in the
Asset
Purchase Agreement);
2. Perform, on behalf of himself or any person or entity, the
same or similar services as those performed by Harcke for either
Seller
prior to the date of this Agreement;
3. Hire or employ or attempt to hire or employ any person who
on or after the date hereof, is an employee, manager, or officer
of
Buyer (each, an "EMPLOYEE"), or in any way cause or assist or
attempt
to cause or assist, or, directly or indirectly, seek to
solicit,
induce, bring about, influence, promote, facilitate, cause, assist
or
encourage any Employee to leave Buyer's employ or to accept
employment
with or otherwise perform services for on or on behalf of any
person or
entity that engages in, or otherwise competes with, the Business or
any
related business ("COMPETITOR"); or
4. Contact any customers or suppliers of Buyer, either
directly or indirectly, for himself or for others, so as to (i)
directly or indirectly divert or influence or attempt to divert
or
influence any business of Buyer to a Competitor, or (ii) directly
or
indirectly solicit or provide services similar to those provided
by
Buyer, or (iii) otherwise directly or indirectly interfere in
any
fashion with Buyer's relationship with such customers or suppliers,
or
with the business or operations then being conducted by Buyer.
B. GEOGRAPHICAL LIMITATIONS. The restrictions set forth in
SECTION
II(A) in this Agreement shall be applicable
to the following geographic areas
that can be enforced against Harcke during
the Restricted Period:
1. In North America;
2. In the United States of America;
3. In each State in which Sellers previously had operations
and/or conducted significant activities relating to the Business,
and
all contiguous states;
4. In the State of North Carolina;
5. In Henderson County, North Carolina, and all contiguous
counties; and
6. Within a fifty (50) mile radius of any location at which
Sellers conducted the Business.
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III.
CONFIDENTIALITY
A. CONFIDENTIAL INFORMATION DEFINED. "CONFIDENTIAL INFORMATION" as
used
in this Agreement shall mean, collectively,
any and all data and information
about Buyer's or Sellers' businesses
including, but not limited to (i) all
information relating to selling or
financing processes, specifications and
procedures relating to the Business; (ii)
customer lists and other
customer-related information including
names, addresses, specifications or
requirements, purchase or delivery
quantities, lines of credit, and delivery,
financing, and auction schedules; (iii)
supplier lists; (iv) marketing plans and
concepts; and (v) sales, costs, profits,
profit margins, salaries and other
financial information pertaining to Buyer
or either Seller; provided, however,
that "Confidential Information" shall in no
event include data or information
that (a) was available to t
