Charles D.
Kissner
120 Rose Orchard Way
San Jose, CA 95134
Re:
Non-Competition Agreement
As you are aware,
Stratex Networks, Inc. (the “Company”) is contemplating
a merger with Harris Corporation (“Harris”), which will
result in the creation of Harris Stratex Networks Incorporated (the
“Merger”). In the event the Merger is successfully
completed, all of your shares of Company stock will be acquired by
Harris Stratex Networks Incorporated
(“HSNI”).
You are the
largest employee stockholder of the Company, and Executive Chairman
and employee of the Company, and in order to help protect the
goodwill of the Company that is being transferred to HSNI, it is
the Company’s and HSNI’s desire to have you enter into
this Non-Competition Agreement (the “Agreement”). As a
result, and subject to the successful closing of the Merger, you
agree as set forth below.
1.
Non-Competition : During the Period (as defined below), you
will not, as a compensated or uncompensated officer, director,
consultant, advisor, partner, joint venturer, investor, independent
contractor, employee or otherwise, provide any work, labor,
services, advice or assistance to any person or entity that
competes with the Business (as defined below). In the event of your
breach of this Paragraph, the Company shall not be obligated to
provide you with any further payments required under this
Agreement.
a.
“Period” : For purposes of this Agreement,
“Period” means the period beginning on the closing date
of the Merger and continuing until one year after the later of
(a) the date of termination of your employment with the
Company, or (b) the closing date of the Merger; and
b.
“Business” : For purposes of this Agreement,
“Business” means the business of the Company as of the
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