EXHIBIT 10.5
NON-COMPETITION, NON-DISCLOSURE
AND
NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION
AGREEMENT
("Agreement"), dated this 2nd day of August
2005 (the "Effective Date"), by and
between Stephen H. Rosen ("Rosen") and
National Investment Managers Inc., a
Florida corporation (the "Purchaser").
RECITALS
A.
Pursuant to those certain Stock Purchase Agreements, each dated
August
2, 2005, by and among (i) Stephen H. Rosen
& Associates, Inc. ("SHRA and,
collectively, with Haddon Strategic
Alliances, Inc., the "Companies"), Rosen,
Elizabeth Davies and the Purchaser, and
(ii) Haddon Strategic Alliances, Inc.
John Ermilio and the Purchaser
(collectively, the "Purchase Agreements"), the
Purchaser is acquiring 100% of the
Companies' issued and outstanding common
stock, including Rosen's controlling
interest therein. Capitalized terms not
otherwise defined herein shall have the
meanings ascribed to such terms in the
Purchase Agreements.
B. Rosen
has been a principal shareholder and an officer, director and
employee of the Companies for many years
and has developed and received special,
unique and extraordinary knowledge,
information and goodwill in connection
therewith.
C. It is a
condition precedent to the consummation of the transactions
contemplated by the Purchase Agreements,
and an inducement to the Purchaser to
enter into the Purchase Agreements and
effect the purchase of the Companies and
their respective businesses thereunder and
the goodwill represented thereby,
that the parties hereto execute and deliver
this Agreement.
D.
Capitalized terms used in this Agreement and not otherwise
defined
shall have the meanings assigned to them in
the Purchase Agreements.
NOW, THEREFORE, in consideration of the foregoing premises and
for
other good and
valuable consideration, the receipt and sufficiency of
which is
hereby acknowledged, the parties hereto agree as follows:
1
Non-Competition; Non-Solicitation. Commencing on the date hereof
and
ending on
the last day of the Restricted Period (as defined below), Rosen
covenants
and agrees that he will not, without the Purchaser's prior
written
consent, directly or indirectly, either on behalf of himself or
on
behalf of
any business venture, as an employee, consultant, partner,
principal,
stockholder, officer, director, trustee, agent, or otherwise
(other
than on behalf of the Purchaser or its Affiliates):
(A) be employed by, engage or participate in the ownership,
management, operation or control of, or act in any advisory,
expert,
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consulting or other capacity for, any
entity or individual that competes with
the Purchaser or its Affiliates in the
areas of pension administration,
insurance product sales, investment
advisory services and other retirement
products, in the following territory: in
Pennsylvania - the counties of Bucks,
Chester, Delaware, Montgomery and
Philadelphia; and in New Jersey - the counties
of Burlington, Camden, Cumberland,
Gloucester, Mercer and Salem;
(B)
solicit or divert any business or any customer from the Purchaser
or
its Affiliates or assist any person, firm,
corporation or other entity in doing
so or attempting to do so;
(C) cause
or seek to cause any person, firm or corporation to refrain
from
dealing or doing business with the
Purchaser or its Affiliates or assist any
person, firm, corporation or other entity
in doing so; or
(D) hire,
solicit or divert from the Purchaser or its Affiliates any of
their respective employees, consultants or
agents who have, at any time during
the immediately preceding one (1) year
period from the date hereof or the
Restricted Period, been engaged by the
Purchaser or its Affiliates, nor assist
any person, firm, corporation or other
entity in doing so.
As used in
this Agreement, the term "Affiliates" shall mean any entity
controlling, controlled by or under the
common control of the Purchaser. For the
purpose of this Agreement, "control" shall
mean the direct or indirect ownership
of fifty (50%) percent or more of the
outstanding shares or other voting rights
of an entity or possession, directly or
indirectly, of the power to direct or
cause the direction of management and
policies of an entity.
As used in
this Agreement, "Restricted Period" means the period commencing
on the date hereof and ending as follows:
If the Purchaser or SHRA does not
offer Rosen an extension ("Extension") of
his employment agreement, of even date
herewith, with SHRA beyond the expiration
date of the original one-year term
("Expiration Date"), then the Restricted
Period shall be one (1) year from the
date hereof. If the Purchaser or SHRA
offers Rosen an Extension, then the
Restricted Period shall extend until the
later of (i) two (2) years from the
date hereof and (ii) one (1) year from the
date of his termination of employment
with the SHRA, or any Affiliate of SHRA,
for any reason.
2 Nondisclosure. Rosen understands and
agrees that the business of the Purchaser
and its Affiliates is based upon
specialized work and Confidential Information
(as hereinafter defined). Rosen agrees that
during the Restricted Period, he
shall keep secret all such Confidential
Information and that he will not,
directly or indirectly, use for his own
benefit or for the benefit of others nor
Disclose (as hereinafter defined), without
the prior written consent of the
Purchaser, any Confidential Information. At
any time upon the Purchaser's
request, Rosen shall turn over to the
Purchaser all books, notes, me
