This
Non-Competition Agreement (the “Agreement”) is made as
of January 31, 2007, by and between Haights Cross
Communications, Inc. (the “Company”) and Peter J.
Quandt (“Quandt”).
WHEREAS, Quandt
serves as Chairman, Chief Executive Officer and President of the
Company, pursuant to the terms of an Employment Agreement dated as
of January 1, 2007 (the “Employment Agreement”),
and also is a shareholder of the Company and serves as a director
of the Company and certain of its subsidiaries;
WHEREAS, as a
result of his positions, Quandt has and will in the future obtain
extensive and valuable knowledge of confidential information
regarding the business of the Company and its subsidiaries related
to the operation of the Company, Buckle Down Publishing/Triumph
Learning, Sundance Publishing/Newbridge Educational Publishing,
Oakstone Publishing, Options Publishing, Recorded Books, and such
other subsidiaries and affiliates as the Company may acquire in the
future (the “Business”);
WHEREAS,
Quandt’s services to the Company are unique and
extraordinary;
WHEREAS, Section
6(b) of the Employment Agreement contemplates the Company and
Quandt entering into this Agreement.
NOW THEREFORE, the
Company and Quandt, for good and valuable consideration, receipt of
which is hereby acknowledged, agree as follows:
1.
Restricted Territory. In addition to other terms defined
herein, the following term when used herein shall have the
following meaning:
“Restricted
Territory” means the 50 states of the United States of
America.
2.
Noncompetition and Nonsolicitation. During his employment
with the Company and for twenty (20) months thereafter, Quandt
(i) will not, directly or indirectly, whether as owner,
partner, shareholder, consultant, agent, employee, co-venturer or
otherwise, engage, participate, assist or invest in any Competing
Business (as hereinafter defined); (ii) will refrain from
directly or indirectly employing, attempting to employ, recruiting
or otherwise soliciting, inducing or influencing any person to
leave employment with the Company (other than terminations of
employment of subordinate employees undertaken in the course of
Quandt’s employment with the Company); and (iii) will
refrain from soliciting or encouraging any customer or supplier to
terminate or otherwise modify adversely its business relationship
with the Company. Quandt understands that the restrictions set
forth in this Section 2 are appropriate given that
Quandt’s services are unique and extraordinary, and Quandt
further understands that such restrictions are intended to protect
the Company’s interest in its
confidential
information and established employee, customer and supplier
relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose. For purposes of this
Agreement, the term “Competing Business” shall mean a
business conducted in all or any portion of the Restricted
Territory which is competitive with any business which the Company
or any of its direct or indirect subsidiaries conducts as of and
subsequent to the date of this Agreement. Notwithstanding the
foregoing, Quandt may own up to one percent (1%) of the outstanding
stock of a publicly held corporation which cons
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