Exhibit 10.2
NON-COMPETITION AGREEMENT
This
Non-Competition Agreement (the “Agreement”) is entered
into as of this 10th day of June, 2005, between FACTS Management
Co., a Nebraska corporation (the “Corporation”) and
Timothy A. Tewes (“Employee”).
WITNESSETH :
WHEREAS
, Employee is employed by the Corporation and has and will continue
to gain extensive and valuable information, experience and
knowledge in connection with the Corporation’s business and
will continue to have extensive contacts with customers and clients
of the Corporation in the development of goodwill, which would make
it possible for the Employee to divert such goodwill for his own
account and he could attract new customers based upon his
experience, knowledge and reputation gained in the
Corporation’s business and in the industry in which the
Corporation operates; and
WHEREAS
, pursuant to that certain Stock Purchase Agreement dated as of
May 31, 2005 (the “Stock Purchase Agreement”)
among Nelnet, Inc., Employee and others, as of June 10, 2005,
Nelnet, Inc. will be purchasing from the Employee (and other
shareholders) certain shares of the issued and outstanding capital
stock of the Corporation so that Nelnet, Inc. will be the owner of
80% of all of the issued and outstanding common stock of the
Corporation; and
WHEREAS
, as a condition of and as an inducement to Nelnet, Inc. becoming
owner of the stock of the Corporation being sold by Employee,
Employee (as one of the shareholders of the Corporation) has agreed
to enter into this Agreement; and
WHEREAS
, in consideration of entering into the Stock Purchase Agreement,
payment by Nelnet, Inc. in the amount set forth in
Schedule 2.1.1 of the Stock Purchase Agreement, as well as the
Employee’s continued employment with the Corporation, the
parties have agreed to enter into this Agreement.
NOW,
THEREFORE , in consideration of the foregoing preambles, and as
an inducement for Nelnet, Inc. to enter into the Stock Purchase
Agreement, for payment by Nelnet, Inc. of the amount set forth in
Schedule 2.1.1 of the Stock Purchase Agreement, and for the
Corporation to continue the employment of the Employee, the parties
agree as follows:
1.
Confidential Trade Secrets . Employee understands and agrees
that all pricing information, sales materials, customer lists,
software programs, customer agreements, marketing plans, methods of
operation of the Corporation’s business, and all other
materials and information furnished to or made available to
Employe
