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Exhibit
10.3
NON-COMPETITION
AGREEMENT
Real Time Systems Inc.
Bolt Technology Corporation
4 Duke Place
Norwalk, CT 06854
Ladies and Gentlemen:
This Non-Competition
Agreement (this “ Agreement ”) is entered into
by Embedded Microsystems, Inc. (“ EMI ”) and
Allen Nance (the “ Shareholder ” and jointly and
severally with EMI, the “ Seller ”) in favor of
Bolt Technology Corporation, a Connecticut corporation (“
Parent ”), and Parent’s wholly-owned subsidiary,
Real Time Systems Inc., a Connecticut corporation (“ Real
Time, ” and together with Parent, each and collectively
referred to as the “ Company ”).
The Seller acknowledges that,
pursuant to that certain Asset Purchase Agreement dated the date
hereof (the “ Purchase Agreement ”) by and among
the Company, Real Time, the Shareholder, and Molly L. Nance, Real
Time is acquiring substantially all of the assets and business of
EMI. The undersigned owns one hundred percent (100%) of the
outstanding stock of EMI and, accordingly, has an interest in the
purchase price paid to be paid by Real Time under the Purchase
Agreement. Capitalized terms used in this Agreement but not defined
in this Agreement shall have the meanings given to such terms in
the Purchase Agreement.
Therefore, as an inducement
to Real Time to enter into the Purchase Agreement and to consummate
the transactions contemplated thereby, and in consideration of
payments and benefits received or to be received by the Seller, the
Seller hereby covenants and agrees that for a period of the later
of (i) five (5) years from the date of this Agreement or
(ii) three years after the date of termination of the
Shareholder’s employment with Real Time (the “
Restricted Period ”), neither EMI nor the Shareholder
will engage in business as, or own an interest in, directly or
indirectly, any individual proprietorship, partnership,
corporation, limited liability company, joint venture, or any other
form of business entity, anywhere in the world, whether as an
individual proprietor, partner, shareholder, member, manager, joint
venturer, officer, director, consultant, finder, broker, employee,
or in any other manner whatsoever (except on behalf of the
Company), if such entity is engaged in whole or in part in the
design, manufacture, distribution or marketing of controllers or
other instruments or equipment for air guns used in seismic
exploration (the “ Business ”); provided,
however, that the foregoing shall not be deemed to prohibit or
restrict the Shareholder from making passive investments in any
publicly held company provided that the Shareholder’s
beneficial ownership of any of such company’s securities does
not exceed two percent (2%) of the outstanding securities of
such company.
In addition to the foregoing,
the Seller hereby covenants and agrees that during the Restricted
Period, it shall, except on behalf of Real Time, directly or
indirectly:
(1) attempt in any manner to
solicit from any Client or any Prospect (each as defined below),
business of the type performed by either Company or to persuade any
Client or Vendor (as defined below) to cease to do business with
either Company or to reduce the amount of business which any such
Client or Vendor has customarily done or is reasonably expected to
do with such Company; or
(2) employ (including to
retain, engage or conduct business with) or attempt to employ or
assist anyone else to employ any person who is then or at any time
during such preceding year was an employee of or consultant to
either Company;
(3) render to or for any
Client or Prospect any services relating to the Business;
or
(4) interfere in any manner
with the Business.
A “Client” shall
mean any client or customer of EMI during the two-year period prior
to the date hereof, or of Real Time or to the knowledge of
Shareholder, the Parent, during the Restricted Period. A
“Prospect” shall mean any prospective client or
customer to whom a formal presentation
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