NONCOMPETITION, CONFIDENTIALITY AND
INTELLECTUAL PROPERTY AGREEMENT
In
consideration of my employment with Bucyrus International, Inc., a
Delaware corporation, or any of its subsidiaries, affiliates or
divisions and its successors and assigns (the
“Company”), and in further consideration of the
compensation to be paid to me by the Company, I agree to the
following terms and conditions:
1. Nondisclosure of Confidential
Information . During my employment with the Company, I have
obtained or will obtain information or access to information
regarding the Company. Such information may include, but is not
limited to, customer lists, customer purchasing histories and
plans, costs, budgets, acquisition strategies, policies,
procedures, methods of operation, pricing, marketing plans,
financial information, vendor sources, vendor identities and
capabilities, manufacturing processes, research, field performance
reports, machine and component histories, repair and failure
frequencies and occurrences, engineering data, designs and
drawings, design standards, contemplated or new product
developments, computer software and programs, trade secrets, and
other data, as well as information which the Company receives from
a third party and holds in confidence (collectively,
“Confidential Information”). Confidential Information
may be oral or written and may reside in works which I have
originated or will originate, as well as that which otherwise has
come or will come into my possession or knowledge.
I agree that I
will treat all matters relating to the business and activities of
the Company as confidential and I will not at any time during or
following my employment with the Company, directly or indirectly,
disclose to any person or entity, or use, any Confidential
Information except in the normal course of my duties as an employee
of the Company or as otherwise required by law or legal
process.
This
prohibition does not apply to Confidential Information after it has
become generally known (other than as a result of my violation of
this Section 1). This prohibition also does not prohibit my use of
my general skills and knowledge acquired during and prior to my
employment by the Company, as long as such use does not involve the
use or disclosure of Confidential Information.
2. Noncompetition . While
employed and for an eighteen (18) month period beginning on the
effective date of the termination of my employment with the Company
(the “Date of Termination”), I will not, except upon
prior written permission signed by an authorized officer of the
Company, consult with or advise or, directly or indirectly, as
owner, partner, officer or employee, engage in business with any
company in competition with the Company or any of its affiliates or
with any corporation or entity controlled by, controlling or under
common control with any such company. Notwithstanding the
foregoing, I may make and retain investments in not more than three
percent of the equity of any such company if such equity is listed
on a national securities exchange or regularly traded in an
over-the-counter market.
3. Nonsolicitation . While
employed and for a two-year (2) period beginning on the Date of
Termination, I will not, directly or indirectly, solicit for
employment or employ on behalf of any organization other than the
Company or one of its affiliates or employ any person employed by
the Company or any of its affiliates, nor will I, directly or
indirectly, solicit for employment on behalf of any organization
other than the Company or one of its affiliates or be involved in
any way in the hiring process of any person known by me (after
reasonable inquiry) to be
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