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NON-COMPETITION AGREEMENT

NonCompetition Agreement

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This NonCompetition Agreement involves

WEST PHARMACEUTICAL SERVICES INC | West Company, Incorporated

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Title: NON-COMPETITION AGREEMENT
Date: 2/29/2008
Industry: FABRUB     Sector: BASICM

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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

 



 

c.     solicit, employ, interfere with or attempt to entice away from the Company any employee who has been employed by the Company in an executive or supervisory capacity in connection with the conduct of the Company’s business within one year prior to such solicitation, employment, interference or enticement.

 

3.             Consideration.  In consideration of your agreement not to compete contained in paragraph 2, commencing on the date on which you are no longer employed by the Company (the “Exit Date”) and until the end of the Restrictive Period, the Company will pay you, on a bi-weekly basis, an amount equal to your base salary during the twelve-month period prior to the Exit Date, less normal deductions.  During the period from the Exit Date until the end of the Restrictive Period, the Company will also continue on your behalf the medical, dental and life insurance coverage offered to active employees, provided you make any required contributions with respect to each such plan.  Notwithstanding the foregoing, if the Company terminates your employment for “cause”, the Company shall not be obligated to make such payments or provide such benefits.  Termination shall be deemed for cause if you are terminated for dishonesty, disloyalty, willful misconduct, gross negligence, theft, conviction of a crime, drunkenness, unethical business conduct, refusal to perfor

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