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)
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