Exhibit 10.2
NON-COMPETITION
AGREEMENT
This
NON-COMPETITION AGREEMENT (the “ Agreement ”) is
made on October 31, 2008 by and among:
(1) ROGERS
INDUFLEX NV, a Belgian company, with a registered office at 2000
Antwerp, Frankrijklei 78 and registered with the Crossroads Bank of
Enterprises under enterprise number 0807.149.569 (which will be
renamed “Induflex NV” shortly after the sale of shares
occurring as of the date hereof and described below) (the “
Buyer ”); and
(2) ROGERS
CORPORATION, a Massachusetts corporation having its headquarters at
One Technology Drive, Rogers, CT 06263 (“ Seller
”).
(A) The Buyer and the
Seller have entered into that certain Stock Purchase Agreement,
dated as of the date hereof (the " Stock Purchase Agreement
"), providing for, among other things, the acquisition by Buyer of
all of the issued and outstanding shares of Rogers Induflex NV, a
Belgian corporation having its registered office at
Ottergemsesteenweg 799, 9000 Ghent, Belgium and registered with the
Crossroads Bank of Enterprises under enterprise number
0427693784 (the “ Company
”).
(B) The activities of
the Company relate to the development, manufacture and sale of
laminates, coated tapes and films for purposes of shielding,
insulating, barring and identification, principally carried out in
Europe, Asia and North America (collectively, the “ Market
Area ”).
(C) In consideration
of the Buyer entering into the Stock Purchase Agreement, the Seller
agrees to enter into an agreement restricting the Seller from
competing against the Company in certain products and markets, upon
the terms and conditions contained herein.
NOW,
THEREFORE , the parties
agree as follows:
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Stock Purchase
Agreement.
2.
Acknowledgement by the Seller
The Seller acknowledges that, through its
position as sole shareholder of the Company, it has established
valuable and recognized expertise in the business of the Company,
and has had access to the trade secrets and confidential business
information of the Company; and that the covenants set forth in
Section 3 of this Agreement are reasonable and necessary to protect
the business and goodwill of the Company.
The Seller covenants and agrees that for a term
of three years as of Closing Date, whether directly or indirectly,
alone or together with any other persons, on its own account or in
conjunction with, through or on behalf of any Affiliates,
relatives, agents, intermediaries, joint ventures or alliances,
whether as director, manager, shareholder, consultant,
subcontractor or in any other capacity:
(i) it will not own,
manage, operate or control, or have a material commercial interest
in the ownership, management, operation or control of, any business
or activities in the Market Area engaging to a material extent in
the Competitive Activities (as defined below);
(ii) it will not (A)
intentionally induce or attempt to induce any person who is an
employee, trade representative, manager, consultant, independent
contractor or sub-contractor of the Company to stop its cooperation
with the Company, (B) intentionally interfere with the relationship
between the Company and any person who is an employee, trade
representative, manager, consultant, independent contractor or
sub-contractor of the Company, or (C) intentionally employ or
otherwise engage as employee, independent contractor, or otherwise
any person who is an employee, manager or director of the
Company;
(iii) it will not,
either for itself or for any other person (A) solicit, service or
handle any business or matters involving Competitive Activities,
other than as contemplated by the Stock Purchase Agreement, or (B)
induce or attempt to induce any customer or other person to cease
doing business involving Competitive Activities with the Company,
or in any way interfere with the relationship between the Company
and any customer or other person with respect to the performance of
Competitive Activities, other than as contemplated by the Stock
Purchase Agreement; and
(iv) it will not carry
on business either directly or indirectly through any company under
any name which is identical or confusingly similar to the names
currently used by the Company (except for the name
“Rogers”) as its corporate name or under which it
carries on business.
As used herein, the term “ Competitive Activities
” shall mean one or a series of related acts of manufacture
and/or sale of multilayer laminates comprised of layers of any of
the following products: polyethylene terephthalate (PET),
polyethylene naphthalate (PEN), polyvinyl chloride (PVC), Mylar or
Tedlar whether in multiple layers of any one or more such materials
(but not a single layer alone), or in combination with aluminum,
copper and/or adhesives (all of which are collectively referred to
herein as “ Laminates ”), for use in one of the
following applications:
(b) green house
coverings,
(c) heating elements
for waterbed, wall-mounted room warmers and automotive mirror
applications,
(d) barrier
tube manufacturing,
(f) antennae
used in mobile phones, including internet-connected multimedia
“smartphones,” and wirele
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