EXHIBIT 10 (a)
COMPUTER TASK GROUP,
INCORPORATED
NON-COMPETITION AGREEMENT
THIS AGREEMENT is made as of
March 1, 1984, by and between Computer Task Group,
Incorporated, a New York corporation with its principal office and
place of business at 800 Delaware Avenue, Buffalo, New York
(“CTG”), and Randolph A. Marks, an individual residing
at 90 Soldiers Place, Buffalo, New York
(“Marks”).
INTRODUCTORY STATEMENT
Marks is a co-founder of CTG. Since
June 1979, Marks has been Chairman of the Board and Chief Executive
Officer and, prior to that time, he was Chairman of the Board and
President of CTG, from the time of its organization in 1966. Marks
has been largely responsible for CTG’s growth and financial
achievements and its current status as one of the leading suppliers
of professional computer and related services in the United
States.
Marks is currently the beneficial
owner of approximately 8% of CTG’s outstanding common shares.
He is a Director of CTG and is expected to continue in that
capacity.
Marks possesses in-depth knowledge
of CTG’s business, trade secrets, operations and financial
condition, forecasts of its operations, its marketing and business
strategies and plans and other confidential/proprietary
information, including but not limited to, client lists,
confidential customer information as furnished to CTG by its
clients, management/technical staff lists and related managerial
and operational specifications and controls, operating policies and
procedures, financial information and annual and long-range plans
(collectively the “Confidential
Information”).
Marks has demonstrated the ability
to start and operate a computer services business successfully.
Marks has considerable personal financial resources and is fully
familiar with sources and means of financing of start-up
companies.
Marks has advised CTG that he plans
to resign from his position as Chairman of the Board and Chief
Executive officer. Taking into consideration the above factors, CTG
desires to restrict Marks from certain competitive activities, and
Marks is agreeable to such restrictions.
NOW THEREFORE, it is
agreed:
1. NON-COMPETITION. Marks will not,
at any time subsequent to his resignation from full-time employment
from CTG and until the time he reaches 60 years of age, unless
directed or approved writing by the Board of Directors of CTG,
directly or indirectly, as principal, agent, employee or otherwise,
either alone or in association with any other person, firm or
corporation, in any place within the United States of
America:
(a) Engage in activities or
businesses which are substantially in competition with CTG
(“Competitive Activities”), including but not limited
to:
(i) Selling goods or services of the
type sold by CTG; except that if any goods or services were not
sold by CTG during the term of Marks’ employment with CTG or
the term of the contemporaneous Consulting Agreement between CTG
and Marks (the “Consulting Agreement”) and are not sold
by CTG at the time first sold by Marks (collectively
“Permitted Goods or Services”), he may sell any
Permitted Goods or Services notwithstanding anything contained in
this Agreement.
(ii) Soliciting any customer or
prospective customer of CTG to purchase any goods or services sold
by CTG, other than Permitted Goods or Services, from anyone other
than CTG.
(iii) Assisting any person, firm or
organization in any way to do, or attempt to do ANYTHING prohibited
by (a)(i) or (a)(ii) above.
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(b) Perform any action, activity or
course of conduct which is substantially detrimental to CTG’s
business (other than the sale of Permitted Goods or Services) or
business reputation (“Detrimental Activities”),
including but not limited to:
(i) Soliciting, recruiting or hiring
any of CTG’s employees or persons who have worked for
CTG.
(ii) Soliciting or encouraging any
employee of CTG to leave the employment of CTG.
(iii) Disclosing or furnishing to
any one any of CTG’s Confidential Information.
(iv) Using
