Exhibit No. 10.10
EXECUTION COPY
NONCOMPETITION
AGREEMENT
THIS NONCOMPETITION
AGREEMENT , dated as of
December 31, 2004, is between Skurka Aerospace Inc., a
Delaware corporation (“ Buyer ”), and TransDigm,
Inc., a Delaware corporation (“ TransDigm ”),
and Howard Skurka (“ Shareholder ”), having a
mailing address of 4600 Calle Bolero, Camarillo, California
93011.
RECITALS :
A. Pursuant to an Asset Purchase
Agreement, dated as of December 11, 2004 (the “
Purchase Agreement ”), among TransDigm, Skurka
Engineering Company, a California corporation (the “
Company ”), the Shareholder and certain other parties,
Buyer will acquire substantially all of the Company’s assets
and certain liabilities of the Company (the “
Transaction ”).
B. As a shareholder of the Company,
Shareholder will indirectly benefit from the
transaction.
C. Shareholder acknowledges Buyer is
acquiring the good will, trade secrets and other confidential
information of the Company and that disclosure of such confidential
information or the direct or indirect competition of Shareholder
with the Company’s Business (as defined herein) would have a
material adverse effect on the Company’s Business.
D. Shareholder acknowledges that the
Shareholder will benefit from the consummation of the Transaction
and that it is a condition of the obligation of Buyer and TransDigm
to consummate the Transaction that Shareholder executes and
delivers this Agreement.
AGREEMENT :
NOW, THEREFORE, in consideration of
the foregoing premises and the mutual promises herein contained,
the parties, intending to be legally bound, hereby agree as
follows:
1. Definitions . For purposes
of this Agreement:
(a) “ Affiliate ”
means any Person that controls, is controlled by or is under common
control with another Person, with “control” meaning the
ownership of or ability to direct the voting of greater than 50% of
the voting equity of a Person or the ability to direct the policies
of a Person.
(b) “ Company’s
Business ” means all business conducted by the Company as
of the date hereof and during the three years prior to the date
hereof.
1
EXECUTION COPY
(c) “ Person ”
means any natural person, partnership, corporation, limited
liability company, association, joint stock company, trust, joint
venture, unincorporated organization, or governmental entity or
authority.
(d) “ Restricted
Territory ” means anywhere in the world in which the
Company’s Business is or has been during the three years
prior to the date hereof conducted.
(e) “ Trade Secret
” means any confidential proprietary information that has
inherent economic value as a result of its confidential nature and
that is the subject of reasonable attempts to retain its
confidentiality.
2. Non-Compete . Shareholder
hereby agrees, on behalf of the Shareholder and the
Shareholder’s heirs, assigns and Affiliates, that for a
period of four years from the date hereof, the Shareholder will not
at any time directly or indirectly, whether as a consultant, agent,
independent contractor, partner, shareholder, participant, owner,
creditor, investor or otherwise (other than ownership as a passive
investor of less than 2% of the voting stock of a company listed on
a national stock exchange):
(a) own, manage, operate, finance,
control or participate in the ownership, management, operation,
financing, control of, or be employed by, act as a consultant to,
be associated with, lend the Shareholder’s name or any trade
name to, any of the Shareholder’s credit to, or otherwise
render services or advice to or on behalf of, any business that
competes or has the intention of using Shareholder to compete, in
the Restricted Territory, with the Company’s
Business;
(b) sell or solicit the sale of any
product or service of any Person in existence or under development
that is the same as, substantially similar to or competes with or
is intended to compete with any products or services of the
Company’s Business in the Restricted Territory;
(c) whether for the
Shareholder’s own account or for the account of any other
person, firm, corporation or other business organization,
intentionally interfere with Buyer’s relationship with, or
endeavor to entice away from Buyer, any person or entity who,
during the period prior to the date hereof, is or was a customer or
client of the Company and engaged in ongoing business with the
Company; and
(d) except as expressly permitted by
Buyer or its successors or assigns in advance in writing, directly
or indirectly solicit any employee of Buyer or its successors and
ass
