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Exhibit 10(a) (7)
NONDISCLOSURE AND NON-COMPETE AGREEMENT
This Agreement is entered into as of the 17th day of December, 2007, by and between Universal
Forest Products, Inc., and its affiliates and subsidiaries, 2801 East Beltline NE, Grand Rapids, MI
49525 (herein UFP), and William G. Currie, an individual, of 1830 Beard Drive SE, Grand Rapids,
MI 49546 (herein Currie).
RECITALS
| A. | Currie intends to retire as an officer of UFP as of July 21, 2009. UFP wishes to restrict
his services from being provided to any competitors of UFP. |
The Parties agree as follows:
SECTION 1. DISCLOSURE OF INFORMATION.
Currie acknowledges that UFPs trade secrets, private or secret processes as they exist from
time to time, and information concerning customers and their identity, products, developments,
manufacturing techniques, new product plans, equipment, inventions, discoveries, patent
applications, ideas, designs, engineering drawings, sketches, renderings, other drawings,
manufacturing and test data, computer programs, progress reports, materials, costs, specifications,
processes, methods, research, procurement and sales activities and procedures, promotion and
pricing techniques, and credit and financial data concerning customers of UFP, as well as
information relating to the management, operation, or planning of UFP, herein the (Proprietary
Information) are valuable, special, and unique assets of UFP, access to and knowledge of which may
be essential to the performance of Curries duties under this Agreement. In light of the highly
competitive nature of the industries in which UFP conducts businesses, Currie agrees that all
Proprietary Information obtained by Currie as a result of its relationship with UFP shall be
considered confidential. In recognition of this fact, Currie agrees that except as may be
necessary for UFPs benefit, in Curries reasonable judgment, Currie will not, during and after the
Non-Compete Period, disclose any of such Proprietary Information to any person or entity for any
reason or purpose whatsoever without the written consent of UFP, and Currie will not make use of
any Proprietary Information for Curries own purposes or for the benefit of any other person or
entity (except UFP) under any circumstances.
SECTION 2. NON-COMPETITION AGREEMENT.
In order to further protect the confidentiality of the Proprietary Information and in
recognition of the highly competitive nature of the industries in which UFP conducts its
businesses, and for the consideration set forth herein, Currie further agrees that during
and for the period commencing on July 21, 2009 and ending on July 21, 2012 (the Non-Compete
Period):
2.1 Currie will not directly or indirectly engage in any Business Activities (hereinafter
defined), other than on behalf of UFP, whether such engagement is as an officer, director,
proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding
capital stock of a publicly-traded corporation), advisor, agent, or other participant, in any
geographic area in which the products or services of UFP have been distributed or provided during
the period of Curries consulting relationship with UFP. For purposes of this Agreement, the term
Business Activities shall mean the design, development, manufacture, sale, marketing, or
servicing of UFPs products, together with all other activities engaged in by UFP or any of its
subsidiaries at any time during Curries relationship with UFP, and activities in any way related
to activities with respect to which Currie renders consulting services under this Agreement.
2.2 Currie will not directly or indirectly engage in any of the Business Activities (other
than on behalf of UFP) by supplying products or providing services to any customer with whom UFP
has done any business during the consulting relationship with UFP, whether such engagement is as an
officer, director, proprietor, employee, partner, investor (other than as a holder of less than one
percent (1%) of the outstanding capital stock of a publicly traded corporation), advisor, agent, or
other participant.
2.3 Assistance to Others. Currie will not directly or indirectly assist others in
engaging in any of the Business Activities in any manner prohibited to Currie under this Agreement.
2.4 UFPs Employees. Currie will not directly or indirectly induce employees of UFP
to engage in any activity hereby prohibited to Currie or to terminate their employment with UFP.
2.5 Non-Compete Payments. In exchange for Curries agreements and obligations under
this Section 2, Currie will receive a payment of Forty One Thousand Six Hundred Sixty Six Dollars
($41,666.00) per month for the term of the Non-Compete Period, subject to earlier termination upon
the death or Disability of Currie. Disability shall mean a physical or mental injury or illness
that totally and permanently renders Currie unable to perform all of the functions called for under
this Agreement.
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