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Exhibit 10.12
NONCOMPETE AGREEMENT
(Senior Employee)
This NONCOMPETE AGREEMENT (the "Agreement"), made as of the 16 day
of
November, 2000, is entered into between
Hittite Microwave Corporation, a
Delaware corporation with offices at 12
Elizabeth Drive, Chelmsford, MA 01925
(the "Company"), and Yalcin Ayasli, an
individual residing at 5 Ingleside Rd.,
Lexington, MA (the "Employee").
Recitals:
A. The
Employee is a key employee of the Company.
B. The
Employee's execution of this Agreement is a condition to
the Company's grant of the foregoing
securities to the Employee.
NOW, THEREFORE, in consideration of the mutual covenants and
promises
contained herein, and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1.
Non-Competition Covenants.
(a)
Non-Competition Covenants. The Employee agrees that he will
not, during the Non-Competition Period (as
hereinafter defined), directly or
indirectly:
(i) as owner,
employee, officer, director, partner,
sales representative, agent, stockholder, capital investor,
lessor,
consultant or advisor, either alone or in association with
others,
(other than as a holder of not more than one percent of the
outstanding
shares of any series or class of securities of a company, which
securities of such class or series are publicly traded in the
securities markets), develop, design, produce, market, sell or
render
(or assist any other person or entity in developing, designing,
producing, marketing, selling or rendering), products or services
which
are competitive with the Business of the Company (as
hereinafter
defined) anywhere in the world;
(ii)
solicit, divert or take away, or attempt to solicit,
divert or take away, the business or patronage of any of the
customers
or referral sources of the Company with whom the Company has had
a
relationship during the period of the Employee's employment by
the
Company; or
(iii)
recruit, solicit or hire any employee of the Company,
or induce or attempt to induce any employee of the Company to
terminate
his or her employment with, or otherwise cease his or her
relationship
with, the Company.
(b)
Definitions. For the purposes of this Section 1, the following
terms shall have the respective meanings
indicated below:
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(i)
"Non-Competition Period" shall mean the period during
which the Employee is employed by the Company and the two-year
period
commencing on the last day of the Employee's employment by the
Company,
regardless of whether the Employee's termination was at the
election of
the Company, with or without cause, or at the election of the
Employee,
with or without good reason.
(ii)
"Business of the Company" shall mean the development,
manufacture, marketing and/or distribution of monolithic
microwave
integrated circuits and assemblies for RF, microwave and
millimeter
wave applications or other products or services which the Company
has
under development or which are subject to active planning in a
written
document at the time the Employee is terminated.
2.
Injunctive and Other Equitable Relief.
(a) The
Employee consents and agrees that if he violates any of
the provisions of Section 1 hereof, the
Company shall be entitled, in addition
to any other remedies it may have at law,
to the
