Exhibit 10.3
NON-COMPETITION AND
NON-SOLICITATION AGREEMENT
This Non-Competition and
Non-Solicitation Agreement ( “Agreement” ), is
made this 1st day of November, 2002 by and among VITA FOOD
PRODUCTS, INC., a Nevada corporation ( “VFP” ),
VITA HOLDINGS, INC., a Delaware corporation ( “Vita
Holdings” ), THE HALIFAX GROUP, INC., a Georgia
corporation ( “Halifax” ), and ROBERT J. BUDD (
“Budd” ). (VFP, Sub and Vita Holdings are
collectively referred to herein as “Vita”
).
RECITALS
A.
This Agreement is entered into in
conjunction with that certain Merger Agreement dated as of
October 1, 2002 ( “Merger Agreement” ) by
and between VFP, Vita Holdings, Halifax, Vita/Halifax Acquisition
Group ( “Sub” ), Budd and certain other parties,
whereby such parties agreed to the merger of Halifax with and into
Sub, with Halifax as the surviving corporation in accordance with
the Georgia Business Corporation Code (the
“Transaction” ). Budd acknowledges and
agrees that Vita would not enter into the Merger Agreement without
entering into this Agreement.
B.
Vita is engaged in the business of
processing, manufacturing and distributing various food products
(the “Vita Business” ).
C.
Halifax is engaged in the business
of manufacturing and distributing hot sauces and salad
dressings.
D.
Budd acknowledges and agrees
that: (i) he has been an officer, director, shareholder and
an employee of Halifax for a number of years; (ii) the past
services rendered, to Halifax and future services to be rendered by
Budd to Vita and Halifax were and are of extraordinary merit, and
constitute a necessary and valuable contribution to the general
growth and development of Vita and Halifax; (iii) during the course
of his employment and relationship with Halifax, Vita and their
affiliates (collectively, “Greater Vita” ), Budd
has and will continue to acquire special knowledge of the
relationships and business techniques, internal business
organization, financial data, marketing plans, intellectual
property and other proprietary matters of Greater Vita; and (iv)
Vita would not be willing to consummate the Transaction without the
protection against unfair competition this Agreement
affords.
CLAUSES
NOW, THEREFORE, in consideration of
the premises and the following covenants and agreements, the
parties agree as follows:
1.
Restrictions on
Competition .
During the term of Budd’s employment with Halifax and Vita
and for a period of five (5) years from the later of (a) the date
of the closing of the Transaction and (b) the date of the
termination of Budd’s employment for any reason (except
termination by Halifax of Budd’s employment without Cause as
that term if defined in the Employment Agreement of even date
herewith (the “Current Business Restrictive
Period” ), Budd agrees that he shall not engage in any
business, including the Vita Business,
that competes with a business that
is then engaged in or planned by Greater Vita (the
“Current Business” ). Specifically, Budd
agrees that he will not, directly or indirectly:
(i)
own, manage, operate, control,
consult, be compensated by, be employed by, participate in, or be
involved in any manner with the ownership (except for ownership of
less than 3% in a public company), management, operation, or
control of any business which is located within the United States
of America, and which competes with, or is similar to, the Current
Business;
(ii)
attempt in any way to obtain for
himself, or others, or to divert from Greater Vita, any rights,
benefits, sales or profits arising out of or in connection with the
Current Business;
(iii)
divulge, communicate, use or
disclose, or permit others to use or disclose, any nonpublic
information concerning the Current Business or Greater Vita,
including customer lists, suppliers and employees;
(iv)
interfere with the business
relationships or disparage the good name or reputation of Greater
Vita or the Current Business; or
(v)
solicit, encourage or accept any
contract, arrangement or understanding with respect to any of the
foregoing, or solicit, encourage, support or arrange to have any
other person engage in any of the foregoing restricted
activities.
2.
Non-Solicitation . During the Current Business Restrictive
Period, Budd will not, directly or indirectly, through one or more
intermediaries or affiliates or otherwise:
(i)
solicit anyone who was a customer or
supplier of Greater Vita during the term of Budd’s employment
with Greater Vita with respect to any business which competes with
Greater Vita in the Current Business;
(ii)
dive
