EXHIBIT 10.6
NON-COMPETITION, NON-DISCLOSURE
AND
NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION
AGREEMENT
("Agreement"), dated this 2nd day of August
2005 (the "Effective Date"), by and
between John Ermilio ("Ermilio") and
National Investment Managers Inc., a
Florida corporation (the "Purchaser").
RECITALS
A.
Pursuant to that certain Stock Purchase Agreement, dated August
2,
2005, by and among Haddon Strategic
Alliances, Inc., John Ermilio and the
Purchaser (collectively, the "Purchase
Agreement"), the Purchaser is acquiring
100% of the Companies' issued and
outstanding common stock, including Ermilio's
controlling interest therein. Capitalized
terms not otherwise defined herein
shall have the meanings ascribed to such
terms in the Purchase Agreement.
B. Ermilio
has been a principal shareholder of the Company for many years
and has developed and received special,
unique and extraordinary knowledge,
information and goodwill in connection
therewith.
C. It is a
condition precedent to the consummation of the transactions
contemplated by the Purchase Agreement, and
an inducement to the Purchaser to
enter into the Purchase Agreement and
effect the purchase of the Company and its
businesses thereunder and the goodwill
represented thereby, that the parties
hereto execute and deliver this
Agreement.
D.
Capitalized terms used in this Agreement and not otherwise
defined
shall have the meanings assigned to them in
the Purchase Agreements.
NOW,
THEREFORE, in consideration of the foregoing premises and for
other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
1 Non-Competition; Non-Solicitation.
Commencing on the date hereof and ending on
the last day of the Restricted Period (as
defined below), Ermilio covenants and
agrees that he will not, without the
Purchaser's prior written consent, directly
or indirectly, either on behalf of himself
or on behalf of any business venture,
as an employee, consultant, partner,
principal, stockholder, officer, director,
trustee, agent, or otherwise (other than on
behalf of the Purchaser or its
Affiliates):
(A) be
employed by, engage or participate in the ownership,
management,
operation or control of, or act in any
advisory, expert, consulting or other
capacity for, any entity or individual that
competes with the Purchaser or its
Affiliates in the areas of pension
administration, insurance product sales,
investment advisory services and other
retirement products, in the following
<PAGE>
territory: in Pennsylvania - the counties
of Bucks, Chester, Delaware,
Montgomery and Philadelphia; and in New
Jersey - the counties of Burlington,
Camden, Cumberland, Gloucester, Mercer and
Salem;
(B)
solicit or divert any business or any customer from the Purchaser
or
its Affiliates or assist any person, firm,
corporation or other entity in doing
so or attempting to do so;
(C) cause
or seek to cause any person, firm or corporation to refrain
from
dealing or doing business with the
Purchaser or its Affiliates or assist any
person, firm, corporation or other entity
in doing so; or
(D) hire,
solicit or divert from the Purchaser or its Affiliates any of
their respective employees, consultants or
agents who have, at any time during
the immediately preceding one (1) year
period from the date hereof or the
Restricted Period, been engaged by the
Purchaser or its Affiliates, nor assist
any person, firm, corporation or other
entity in doing so.
As used in
this Agreement, the term "Affiliates" shall mean any entity
controlling, controlled by or under the
common control of the Purchaser. For the
purpose of this Agreement, "control" shall
mean the direct or indirect ownership
of fifty (50%) percent or more of the
outstanding shares or other voting rights
of an entity or possession, directly or
indirectly, of the power to direct or
cause the direction of management and
policies of an entity.
As used in
this Agreement, "Restricted Period" means the period commencing
on the date hereof and ending as follows:
If the Purchaser or SHRA does not
offer Ermilio an extension ("Extension") of
his employment agreement, of even
date herewith, with SHRA beyond the
expiration date of the original one-year
term ("Expiration Date"), then the
Restricted Period shall be one (1) year from
the date hereof. If the Purchaser or SHRA
offers Ermilio an Extension, then the
Restricted Period shall extend until the
later of (i) two (2) years from the
date hereof and (ii) one (1) year from the
date of his termination of employment
with the SHRA, or any Affiliate of SHRA,
for any reason.
2 Nondisclosure. Ermilio understands and
agrees that the business of the
Purchaser and its Affiliates is based upon
specialized work and Confidential
Information (as hereinafter defined).
Ermilio agrees that during the Restricted
Period, he shall keep secret all such
Confidential Information and that he will
not, directly or indirectly, use for his
own benefit or for the benefit of
others nor Disclose (as hereinafter
defined), without the prior written consent
of the Purchaser, any Confidential
Information. At any time upon the Purchaser's
request, Ermilio shall turn over to the
Purchaser all books, notes, memoranda,
manuals, notebooks, records and other
documents made, compiled by, delivered to,
or in the possession or control of Ermilio
containing or
