NON-DISCLOSURE AND NON-COMPETITION
AGREEMENT
THIS AGREEMENT is
entered into between Myers Industries, Inc. (the
“Company”) and David B. Knowles
(“Employee”), effective as of June 19, 2009. The
Company, as used in this Agreement, includes Myers Industries,
Inc., its successors and assignees, and any of their existing and
future subsidiaries in the United States and foreign
countries.
In consideration
of Employee’s employment with the Company under an Employment
Agreement dated of even date herewith (the “Employment
Agreement”), and other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Employee covenants
and agrees as follows:
I.
NON-DISCLOSURE. Employee covenants and agrees so long as this
Agreement is in effect, and after the termination of this
Agreement, that:
A. Without
the prior written consent of the Company, Employee shall not at any
time, directly or indirectly, use for Employee’s own benefit
or purposes or for the benefit or purposes of any other person,
firm, partnership, association, corporation or business
organization, or disclose to any person, firm, partnership,
association, corporation or business organization, any trade
secrets, information, data, know-how or knowledge (including, but
not limited to, trade secrets, information, data, know-how or
knowledge relating to customers, clients, products, technical
services, business methods and techniques, print outs, reports,
market development programs, revenues, costs, pricing structures,
management practices, manuals, contracts, documents, designs,
computer programs, computer operating systems, computer
applications, software designs, inventions, processes, plans or
employees) belonging to, or relating to the affairs of the Company
except where required in good faith to transact the business of the
Company.
B. Employee
shall return to the Company, at its request, and in any event
within three (3) days after termination of Employee’s
employment, in good condition, reasonable wear and tear excepted,
all documentation and records which are the property of the Company
and any and all copies thereof, including, but not limited to, all
manuals, promotional and instructional materials, and similar aids
and equipment, all correspondence, customer lists, files, plans,
contracts, cost and pricing structures, accounting records,
memoranda and reports as well as all of the Company’s
equipment and other property in Employee’s hands or under
Employee’s control at the time of the termination of
Employee’s employment.
C. Employee
shall keep in strict confidence all trade information, product
data, technical services, management practices, business and
pricing methods and techniques, customer and prospect lists, trade
secrets and other confidential information concerning the
Company’s business and the Company’s methods of doing
business.
II.
NON-COMPETITION. Employee acknowledges that Employee will be
dealing with confidential information, trade secrets and business
methods which are the Company’s property. Employee further
acknowledges that the training, materials, customer lists and other
confidential information and trade secrets, all provided to
Employee by the Company, are of value to the Company and that it is
reasonable and necessary for the protection of the Company that the
Employee not compete with the Company within the area and for the
duration hereinafter set forth.
A. Accordingly,
Employee covenants and agrees that Employee shall not, for the term
hereof and for a period of three (3) years following the
termination of Employee’s employment with the Company (the
“Restricted Period”), for any reason directly or
indirectly (which means acting alone, as a sole proprietor, as a
partner, employee or agent of a partnership; as an officer,
director, employee or shareholder or agent of any other
corporation; or as a trustee, fiduciary, consultant, independent
contractor, agent or
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