THIS
AGREEMENT, dated as of November 9, 2006 is made by and between
Guy Broadbent, an individual residing at 37 Lettery Circle,
Sudbury, MA 01776 (the “ Employee ”), and Thermo
Fisher Scientific Inc., a Delaware corporation whose principal
offices are located at 81 Wyman Street, Waltham, Massachusetts
02454 (“ Employer ”).
WHEREAS,
Employer, including its subsidiaries and affiliates, is the world
leader in the manufacture, development and distribution of
scientific and diagnostic instruments, equipment, supplies,
workstations and chemicals used by clinical and research
laboratories, universities and other life and health sciences
customers, as well as diagnostic instruments, test materials and
related products for clinical laboratories; and teaching aids for
science education. In addition, Employer is a leading supplier of
occupational health and safety products and maintenance, repair and
operating materials. Employer is also a pioneer in the development
of electronic and internet purchasing, marketing and distribution
systems.
WHEREAS,
Employer has developed and continues to develop and use certain
trade secrets, customer lists and other proprietary and
confidential information and data, which Employer has spent a
substantial amount of time, effort and money, and will continue to
do so in the future, to develop or acquire such proprietary and
confidential information and to promote and increase its good
will.
NOW,
THEREFORE, in consideration of Employee’s continued
employment by Employer or a subsidiary or affiliate thereof, and
Employee’s compensation, in particular additional valuable
consideration including, but not limited to the items listed on
Exhibit A attached hereto, the receipt of which is
conditioned, at least in part, upon Employee’s execution and
delivery of this Agreement, Employee understands and agree to the
following:
Section 1 . Employee recognizes and acknowledges that
it is essential for the proper protection of the Employer’s
legitimate business interests that Employee be restrained for a
reasonable period following the termination of Employee’s
employment with the Employer, either voluntarily or involuntarily,
from competing with Employer as set forth below.
Employee
acknowledges and agrees that during the term of Employee’s
employment with Employer, and for a period of twelve
(12) months thereafter, Employee will not, directly or
indirectly, engage, participate or invest in or be employed by any
of the companies listed on Exhibit B attached hereto within
the Restricted Area, as defined below, all of which are deemed by
the Employer and the Employee to be competitors of the Employer.
The foregoing restrictions shall apply regardless of the capacity
in which Employee engages, participates or invests in or is
employed by a given business, whether as owner, partner,
shareholder, consultant, agent, employee, co-venturer or otherwise.
In the event that after the date hereof any of the companies listed
on Exhibit B is acquired by or is merged with a company not
listed on Exhibit B, thenExhibit B shall be deemed to be
amended to include the name of the acquirer or the successor to the
listed company. After the date hereof, Employer may amend
Exhibit B by written notice to Employee delivered within
thirty (30) days following Employer’s acquisition of a
company after the date hereof, to add a competitor of such acquired
company, and provided
1
that such
competitor has annual revenues at that time of at least
$300 million. The previous sentence notwithstanding, in the
event that after the date hereof, the Employer is acquired by a
third party, the right of the Employer or its successor to add
competitors to Exhibit B pursuant to the previous sentence
shall terminate upon the closing of the acquisition of
Employer.
“Restricted
Area” shall mean each state and territory of the United
States of America and each country of the world outside of the
United States of America in which Employer had developed, marketed,
sold and/or distributed its products and/or services within the
last two (2) years of Employee’s employment.
Section 2 . During the term of Employee’s
employment with Employer and for a period of twelve
(12) months after termination of the Employee’s
employment with the Employer for any reason, Employee will not:
(i) employ, hire, solicit, induce or identify for employment
or attempt to employ, hire, solicit, induce or identify for
employment, any employee(s) of the Employer to leave his or her
employment and become an employee, consultant or representative of
any other entity including, but not limited to, Employee’s
new employer, if any; and/or (ii) on behalf of any of the
companies listed on Exhibit B attached hereto, solicit, aid in
or encourage the solicitation of, contract with, aid in or
encourage the contracting with, service, or contact any person or
entity which is or was, within the two (2) years prior to
Employee’s termination of employment with Employer, a
customer or client of Employer, for purposes of marketing, offering
or selling a product or service competitive with
Employer.
Section 3 . For the period of twelve (12) months
immediately following the end of Employee’s employment by
Employer, Employee will inform each new employer, prior to
accepting employment, of the existence of this Agreement and
provide that employer with a copy of this Agreement.
Section 4 . Employee understands and agrees that the
provisions of this section shall not prevent Employee from
acquiring or holding publicly traded stock or other publicly traded
securities of a business, so long as Employee’s ownership
does not exceed 1% percent of the outstanding securities of such
company of the same class as those
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