Exhibit 10.1(d)
[FORM
OF]
Non-Competition
Agreement
THIS NON-COMPETITION AGREEMENT made as of this ___day of
___, 2005 (the “Effective Date”), by and among Navarre
CP, LLC, a Minnesota limited liability company (“Navarre
CP”), Navarre CS, LLC, a Minnesota limited liability company
(“Navarre CS”), Navarre CLP, LLC, a Minnesota limited
liability company (“Navarre CLP”), and
___(“Seller”). Navarre CP, Navarre CS and Navarre CLP
shall be collectively referred to herein as the
“Buyers”. Capitalized terms used in this Agreement and
not otherwise defined shall have the meaning provided for such term
in the Purchase Agreement (as hereinafter defined).
WHEREAS , Buyers entered into that certain Partnership
Interest Purchase Agreement (the “Purchase Agreement”),
dated as of January ___, 2005, whereby Buyers will acquire one
hundred percent (100%) of the general partnership interests and
limited partnership interests of FUNimation Productions, Ltd., a
Texas limited partnership (“Productions Company”), and
The FUNimation Store, Ltd., a Texas limited partnership
(“Store Company”);
WHEREAS , Seller is the owner of ___% of the general
partnership interests of FUNimation General Partnership, a Texas
general partnership (“GP Seller”),
WHEREAS , GP Seller is the owner of 99% of the limited
partnership interests of Productions Company;
WHEREAS , Seller is the owner of ___% of the limited
partnership interests of Store Company;
WHEREAS, Seller will derive substantial economic benefit
from the consummation of the transactions contemplated by the
Purchase Agreement;
WHEREAS , as a condition of the Purchase Agreement, Buyers
have required that Seller execute and deliver this Agreement in
favor of Buyers; and
WHEREAS , Seller desires to provide this Agreement as an
inducement to Buyers to carry out and consummate the transactions
contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of and as a condition to
the closing of the transactions contemplated by the Purchase
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Non-Competition
Agreement .
(a) Covenant Not to Compete
. Subject to Paragraph
(e) below, Seller agrees that he shall not, without the prior
express written consent of Buyers, for a period of three (3) years
from the Effective Date (the “Non-Competition Period”),
anywhere within the World, directly or indirectly, engage in any
“Competitive Business” (as defined below) in any manner
or capacity ( e.g. , as owner, operator, principal, agent,
investor, partner, consultant or associate), or participate in the
ownership, management, operation, or control of, or be connected in
any capacity with, any Competitive Business, lend his credit or
money for the purpose of establishing or operating any Competitive
Business, or give advice either directly or indirectly to any third
person, firm, or corporation engaged or engaging in any said
Competitive Business. For these purposes, a “Competitive
Business” shall mean a business involved in the acquisition,
licensing or distribution of music, home video, video games or
software; but shall not include sales of music, home video, video
games or software directly to consumers via the
Internet.
(b) Use of Name . From and after the Effective Date, Seller
agrees that he shall not use the name “FUNimation” or
any name or logo similar to the foregoing in connection with any
Competitive Business.
(c) Non-Solicitation
. During the Non-Competition Period,
Seller agrees that he shall not, directly or indirectly,
(i) solicit any existing customer of Productions Company
and/or Store Company, or the business of any person, firm,
corporation or entity which is or has been a customer or account of
Productions Company and/or Store Company during the Non-Competition
Period or within twenty-four (24) months prior to commencement
of such Non-Competition Period, for the purpose of selling to such
customer or account any product or service which is substantially
similar to or competitive with any product or service which is or
has been sold by Productions Company and/or Store Company, or
(ii) induce or attempt to induce any employee of or consultant
to Productions Company and/or Store Company to do any of the
foregoing or to discontinue such person’s association with
Productions Company and/or Store Company, as the case may be;
provided,
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