NON SOLICITATION AND
CONFIDENTIALITY AGREEMENT
THIS
NON SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “
Agreement ”) is made as of October 28, 2005, by
and between Francis St. Clair (“ Employee ”) and
Argo-Tech Corporation, a Delaware corporation (the “
Company ”).
WHEREAS,
AT Holdings Corporation, a Delaware corporation, the Company,
V.G.A.T. Investors, LLC, a Delaware limited liability company
(“ Parent ”), Vaughn Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of Parent and
Greatbanc Trust Company, as Trustee for the Argo-Tech Corporation
Employee Stock Ownership Plan are parties to the Agreement and Plan
of Merger, dated as of September 13, 2005 (the “
Merger Agreement ”), as amended;
WHEREAS,
the execution and delivery of this Agreement is a condition to the
closing under the Merger Agreement; and
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Nonsolicitation . For so long as Employee is employed by the
Company and for a period of two years thereafter, Employee shall
not directly or indirectly (i) induce or attempt to induce any
employee of the Company or any of its subsidiaries to leave the
employ of the Company or such subsidiary, or in any way interfere
with the relationship between the Company or any subsidiary and any
employee thereof, including inducing or attempting to induce any
union, employee or group of employees to interfere with the
business or operations of the Company or its subsidiaries,
(ii) hire any person who was an employee of the Company or any
subsidiary unless at least twelve months has elapsed since the
termination of such employee’s employment with the Company or
any subsidiary, as the case may be, or (iii) induce or attempt
to induce any customer, supplier, distributor, franchisee, licensee
or other business relation of the Company or any subsidiary to
cease doing business with the Company or such subsidiary, or in any
way interfere with the relationship between any such customer,
supplier, distributor, franchisee, licensee or business relation
and the Company or any subsidiary.
2.
Confidential Information .
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(a)
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Employee acknowledges that the
continued success of the Company and its subsidiaries and other
affiliates depends upon the use and protection of a large body of
confidential and proprietary information, including, without
limitation, confidential and proprietary information now existing
or to be developed in the future. “ Confidential
Information ” will be defined to include all information
of any sort (whether merely remembered or embodied in a tangible or
intangible form or medium) that is (i) related to the
Company’s or its subsidiaries’ or other
affiliates’ prior, current or potential business or
operations and (ii) not generally or publicly known.
Confidential Information includes, without limitation, the
information, observations and data of the Company and its
subsidiaries and other affiliates including, without limitation,
designs, drawings, photographs and other works and reports
(including, without limitation, all Company Works);
programs,
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software, source code, object code,
diagrams, flow charts, manuals, documentation and databases;
know-how, data, designs, specifications, improvements, inventions,
devices, new developments, methods and processes, whether
patentable or unpatentable and whether or not reduced to practice;
all technology and trade secrets; information concerning
development, acquisition or investment opportunities in or
reasonably related to the Company’s or its
subsidiaries’ or other affiliates’ business or industry
of which Employee is aware or becomes aware during the term of
his/her employment, the persons or entities that are current,
former or prospective suppliers or customers of any one or more of
them during Employee’s employment with the Company;
development, transition and transformation plans, methodologies and
methods of doing business, strategic, marketing and expansion
plans, including plans regarding planned and potential sales,
pricing and cost information, financial and business plans,
employee, customer and supplier lists and telephone numbers,
locations of sales representatives, new and existing programs and
services, prices and terms, customer service, integration
processes, requirements and costs of providing service, support and
equipment; and all similar and related information in whatever form
or medium.
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(b)
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Therefore, Employee agrees that he
shall not disclose or use for his own account any of such
Confidential Information, except as reasonably necessary for the
performance of his duties under this Agreement, without the prior
written consent of the Company’s board of directors, unless
and to the extent that any Confidential Information
(i) becomes generally known to and available for use by the
public other than as a result of Employee’s breach or actions
in violation of this Agreement or other improper acts or omissions
to act or otherwise (ii) is required to be disclosed pursuant
to any applicable law or court order, provided, however that,
Employee must give Company prompt written notice of any such legal
requirement, disclose no more information than is so required and
seek confidential treatment where available, and cooperate fully
with all efforts by the Company to obtain a protective order or
similar confidentiality treatment for such information. Upon the
termination of Employee’s employment hereunder, or at any
other time the Company may request in writing, Employee agrees to
deliver to the Company all memoranda, notes, plans, records,
reports, notebooks (and similar repositories of or containing
Confidential Information) and other
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