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Exhibit 10.4
NONCOMPETITION AGREEMENT
This Non-Competition Agreement
(the "Agreement") is made as of January 31, 2007, by and
between Haights Cross Communications, Inc. (the "Company") and Paul
J. Crecca ("Crecca").
WHEREAS, Crecca serves as
Executive Vice President and Chief Financial Officer 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, Crecca 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, Crecca’s services
to the Company are unique and extraordinary;
WHEREAS, Section 6(b) of the
Employment Agreement contemplates the Company and Crecca entering
into this Agreement.
NOW THEREFORE, the Company and
Crecca, 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
twelve (12) months thereafter, Crecca (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 Crecca’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. Crecca understands that the restrictions set forth in this
Section 2 are appropriate given that Crecca’s services
are unique and extraordinary, and Crecca 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, Crecca may own up to one percent (1%) of the outstanding
stock of a publicly held corporation which constitutes or is
affiliat
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