EXHIBIT 10.3
FORM OF
AGREEMENT NOT TO
COMPETE
I recognize that The L.S. Starrett Company, a
Massachusetts corporation (the “Company”, which term
includes its subsidiaries and affiliated entities) desires to
retain me in its employ, to safeguard its trade secrets,
confidential business information and customer good will, and to
ensure that I do not compete with the Company, as specified below,
in the event my employment with the Company is
terminated.
In consideration of the terms of that certain
Change in Control Letter Agreement from the Company to me dated the
same date as this Agreement, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, I agree
as follows:
1. I will not, for a
period of 18 months commencing with the termination of my
employment with the Company for any reason, engage (directly or
indirectly) in any activities or render any services similar or
reasonably related to those in which I was engaged or those that I
rendered as an employee of the Company during any part of the
two-year period preceding my termination, for any trade or business
which competes with the Company in any place where the Company does
or may do business or in any line of business engaged in (or
planned to be engaged in) by the Company, whether now existing or
hereafter established. I will not engage in such
activities or render such services for myself or on behalf of any
other person or entity engaged or about to become engaged in such
competitive activities.
2. I agree that for a
period of one (1) year following the termination of my employment
with the Company for any reason, I will not solicit or in any
manner encourage or induce employees of the Company to leave their
employ; nor will I attempt to induce any customers, suppliers,
distributors, licensors, or licensees to terminate or diminish
their relationships with the Company; nor will I in any manner
assist or attempt to assist any third party to do any of the
foregoing. I further agree that, during such period, I
will not offer or cause to be offered employment to any person who
was employed by the Company at any time during the six (6) months
prior to the termination of my employment with the
Company.
3. During the course
of my employment by the Company, I will learn of the
Company’s trade secrets and confidential information or
confidential information entrusted to the Company by other persons,
corporations, or firms. The Company’s confidential
information includes matters not generally known outside the
Company, such as developments relating to existing and future
products and services marketed or used by the Company, as well as
data relating to the general business operations of the Company (
e.g ., concerning sales, costs, profits, organizations,
customer lists, pricing methods, etc.). I agree not to
disclose to others any trade secrets or confidential information of
the Company or of such
