Exhibit 10.22
NON-COMPETITION
AGREEMENT
Employee
: Steven A.
Ellers
In consideration
of your continued employment by The West Company, Incorporated or
any of its subsidiaries or affiliates (the “Company”)
and the Company’s promise to make the payments set forth
below, the Company and you agree as follows:
1.
Definitions
: As used in this
Agreement:
a. the
“Restrictive Period” means that period of time which
commences on the date hereof and ends on the first anniversary of
the date on which you cease to be employed by the Company or any of
its subsidiaries or affiliates;
b. the
“Company’s Business” means (i) the
manufacture and sale of stoppers, closures, containers, medical
device components and assemblies made from elastomers, metal,
plastic and glass for the health care and consumer products
industries; and (ii) any other business conducted by the
Company during the Restrictive Period in which you have been
actively involved while an employee of the Company;
c. “Person”
means an individual, a corporation, a partnership, an association,
a trust or other entity or organization; and
d. An
“Affiliate” of any Person means any Person directly or
indirectly controlling, controlled by or under common control with
such Person.
2.
Restriction on Competition . During the Restrictive
Period, you will not, and will not permit any of your Affiliates,
or any other Person, directly or indirectly, to:
a. engage in
competition with, or acquire a direct or indirect interest or an
option to acquire such an interest in any Person engaged in
competition with, the Company’s Business in the United States
(other than an interest of not more than 5 percent of the
outstanding stock of any publicly traded company);
b. serve as a director,
officer, employee or consultant of, or furnish information to, or
otherwise facilitate the efforts of, any Person engaged in
competition with the Company’s Business in the United States;
or
