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Exhibit 10.20
NONCOMPETE AGREEMENT
(Senior Employee)
This NONCOMPETE AGREEMENT (the "AGREEMENT"), made as of the 1 day
of
March, 2001, is entered into between
Hittite Microwave Corporation, a Delaware
corporation with offices at 12 Elizabeth
Drive, Chelmsford, MA 01925 the
"COMPANY"), and William W. Boecke, an
individual residing at 36 Rowena Road,
Newton, MA (the "Employee").
RECITALS:
A. The Employee is a key employee of the Company.
B. The Company has agreed to grant to the Employee an option to
purchase ___ shares of the Company's Common
Stock. $.01 par value per share,
pursuant to a Stock Option Agreement dated
as of 3/1/01.
C. 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 or similar to 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 at any
time
during the term of the Employee's employment with the Company.
2. INJUNCTIVE AND OTHER EQUITABLE RELIEF.
(a) The Employee consents and agrees that if he violat
