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EXHIBIT 10.6
FORM OF NON-COMPETE, TRADE SECRET
AND CONFIDENTIALITY AGREEMENT
THIS
AGREEMENT (the "Agreement") is made by and between GREAT WOLF
RESORTS, INC. (the "Company") and
_______________ ("_______") to confirm certain
obligations of the parties hereto.
WHEREAS,
through a series of proposed transactions, the Company will
succeed to the family entertainment resort
business of The Great Lakes
Companies, Inc. ("Great Lakes");
WHEREAS,
_______ has served from time to time as an officer and/or
director of Great Lakes and currently
serves as an officer and/or director of
the Company;
WHEREAS,
each of _______ and the Company desires that ______ continue to
serve as an officer and/or director of the
Company;
WHEREAS,
during _______'s tenure as an officer and/or director of Great
Lakes and the Company, he has and will
receive and has had and will have access
to Trade Secrets and/or other Confidential
Information of Great Lakes and the
Company which are highly valuable and
unique assets of the Company and the use
or disclosure by _______ of any proprietary
and/or Confidential Information of
Great Lakes, the Company contrary to this
Agreement would cause permanent,
incalculable and irreparable injury and
damage to the Company.
WHEREAS,
_________ has received from Great Lakes, and may in the future
receive from the Company, training in the
Company's Business, at considerable
time and expense to the Company, and
through such training _________ has had and
will have the opportunity to gain close
knowledge of and possible influence over
customers of the Company, and will in such
capacity possess the good will of the
Company, and this Agreement is necessary to
protect the Company against unfair
loss of said customers, employees or
goodwill.
WHEREAS,
each of Great Lakes and the Company has made a significant
investment in its workforce, including
valuable training, and this Agreement is
necessary to protect the Company against
unfair loss of its employees.
NOW,
THEREFORE, in consideration of the promises contained in this
Agreement, the sufficiency of which is
hereby acknowledged, the parties agree as
follows:
I. CONSIDERATION FROM THE
COMPANY:
A.
In
consideration for ______'s willingness to enter into this
Agreement and to serve in certain capacities for the Company
from
time to time, the Company will (i) pay to ______ an annual fee,
paid
in accordance with the Company's payroll policies, of $_______,
subject to annual adjustments in the discretion of the
Compensation
Committee; (ii) pay to _____ an annual bonus, determined in the
sole
discretion of the Compensation Committee, of up to 100% of the
annual fee
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set forth in clause (i), as may be adjusted from time to time;
and
(ii) accelerate the vesting of any outstanding options granted
to
_____ pursuant to the Company's 2004 Incentive Stock Plan to
the
date upon which ______ either fails to be nominated for
re-election
to the Board of Directors of the Company or fails to be
re-elected
to the Board of Directors by the Company's stockholders;
provided,
however, that ______'s unwillingness to stand for re-election
shall
not cause the acceleration of vesting of any options pursuant
to
this Agreement.
B.
The
Company would not have continued its relationship with _______
but for ________ entering into this Agreement.
C.
_________
acknowledges and agrees that the foregoing consideration
from the Company is sufficient and valid consideration to
support
________'s obligations in this Agreement.
II. _________'S ASSURANCES:
A.
_______ is
not under any contractual agreement, including any with a
former employer, that would conflict with or in any way prevent
_______ from entering into this Agreement or from performing any
and
all of ______'s obligations to the Company, including contacting
any
customers or prospective customers.
B.
_________
will not utilize any proprietary or confidential materials
or information of any former employer (other than Great Lakes)
while
serving in any capacity for the Company. Proprietary or
confidential
information does not include general skills or knowledge
generally
known or available to others.
III. NON-COMPETE AND NON-SOLICITATION
AGREEMENT:
During the period that _____ serves as an
officer and/or director of the Company
and for a period of one (1) year
thereafter, ______ shall not, either directly
or indirectly, for himself or on behalf of
or in conjunction with any other
person, company, partnership, corporation,
business, group, or other entity
(each, a "Person"):
A.
Compete
with the Company by engaging in the development,
construction, operation and/or management of family
entertainment
resorts featuring indoor waterparks within fifty (50) miles of
a
location where the Company conducts its Business or is planning
to
conduct its Business;
B.
Call on,
solicit or attempt to induce any other officer, employee or
independent contractor of the Company or its affiliates with
whom
______ had contact, knowledge of, or association at any time
during
______'s term as an officer and/or director of Great Lakes, the
Company or any of their affiliates, or, with respect to the one
(1)
year period after _____ is no longer an officer and/or director
of
the Company (the "Restricted Period"), at any time during the
twelve
(12) month period immediately preceding the beginning of the
Restricted Period,
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to terminate his or her employment or business relationship with
the
Company or its affiliates and shall not assist any other person
or
entity in such a solicitation; or
C.
Call on or
solicit for the purpose of competing with the Company or
its affiliates any customers of Great Lakes, the Company or any
of
their affiliates with whom ______ had contact, knowledge or
association at any time during the time that ______ served as
an
officer and/or director of Great Lakes or the Company or their
affiliates, or, with respect to the Restr
