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Exhibit 10M
NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
THIS
AGREEMENT is entered into between Myers Industries, Inc. (the
"Company") and Donald A. Merril, the undersigned Employee effective
January 24,
2006. 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 January 24, 2006 ("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 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 services, in
good
condition, reasonable wear and tear excepted, all documentation and
records
which are the property of 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 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 Company's business and its methods of doing
business.
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II. NON-COMPETITION.
A.
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 Company, are of value to the Company and that it is
reasonable and
necessary for the protection of Company that the Employee not
compete with
Company within the area and for the duration hereinafter set
forth.
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 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 other representative)
engage in any
or all of the following activities within the Restricted Area (as
defined
below):
1.
Become employed or affiliated in any capacity with, perform
services of
any
type on behalf of, or enter into or engage in any business or
other
pursuit that competes with and/or is similar to the Company's
business in
any
way; or
2.
Promote the business
