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Exhibit 10.13
NONCOMPETE AGREEMENT
(Senior Employee)
This NONCOMPETE AGREEMENT (the "Agreement"), made as of the 5th day
of
April, 2002, is entered into between
Hittite Microwave Corporation, a Delaware
corporation with offices at 12 Elizabeth
Drive, Chelmsford, MA 01925 (the
"COMPANY"), and Norm Hildreth, an
individual residing at 55 Winslow Road,
Reading, MA 01867 (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 their Employment Period
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;
(b)
NON-COMPETITION COVENANTS. The Employee further agrees that he
will not, during the Non-Competition Period
(as hereinafter defined), directly
or indirectly:
(i) 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
(ii)
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.
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(c)
DEFINITIONS. For the purposes of this Section 1, the following
terms shall have the respective meanings
indicated below:
(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
Compan
