Exhibit 10.112
NON-COMPETITION/NON-SOLICITATION
AGREEMENT
THIS
NON-COMPETITION/NON-SOLICITATION AGREEMENT, dated as of December
, 2005 (the “
Non-competition Agreement ”), is by and between Halo
Technology Holdings, Inc., a Nevada corporation (the “
Corporation ”), and Mark Finkel (the “
Employee ”).
RECITALS
A. The Corporation is engaged in the
business of (i) holding and operating enterprise software
companies, and (ii) holding and operating other related
businesses and activities (collectively all such businesses and
activities that the Company is engaged in, or is currently actively
planning to engage in, are referred to as the “
Business ”).
B. Pursuant to and subject to the
conditions under the Employment Agreement dated as of December
, 2005 (the “
Agreement ”) by and between the Corporation and the
Employee, the Employee has become the Chief Financial Officer of
the Corporation.
C. The Employee wishes to enter into this
Non-competition Agreement to induce the Corporation, to enter into
the Employment Agreement.
AGREEMENTS
To
induce the Corporation to enter the Employment Agreement, and in
consideration of Employee’s employment with the Corporation
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Non-competition by the Employee
. Employee acknowledges
that: (i) the Corporation is and will continue to be engaged
in the Business; (ii) Employee is one of a limited number of
persons who is primarily responsible for the conduct, management,
operation, and development of the Business by the Corporation;
(iii) the Corporation is and will be actively engaged in the
Business, throughout the United States, Europe, and elsewhere;
(iv) Employee occupies a position of trust and confidence with
the Corporation, and is familiar with the Corporation’s (and
its subsidiaries’ and portfolio companies’) trade
secrets and with other proprietary and confidential information
concerning the Corporation (and its subsidiaries and portfolio
companies) and the Business (and the business of its subsidiaries
and portfolio companies); (v) the agreements and covenants
contained in this Non-competition Agreement are essential to
protect the Corporation and the goodwill of the Business and are a
condition precedent to the Company entering into the Agreement and
consummating the Transaction pursuant to the Agreement;
(vi) Employee’s employment with the Corporation has
special, unique, and extraordinary value to the Corporation and the
Corporation would be irreparably damaged if Employee were to
provide services to any Person in violation of the provisions of
this Non-competition Agreement; and (vii) Employee has means
to support Employee and Employee’s dependents other than by
engaging in the Business, or a business similar to the Business,
and the provisions of this Non-competition Agreement will not
impair such ability. Accordingly, the Employee covenants and agrees
as follows:
1.1 Restricted Activities .
For a period commencing on the date
hereof and terminating (i) one (1) year after the
termination of Employee’s employment with the Corporation, or
(ii) if Employee’s termination of employment is under
circumstances where severance is due under the Employment
Agreement, the period during which severance is paid by the Company
(the “ Restricted Period ”), the Employee,
unless acting in accordance with the Corporation’s prior
written consent or as an employee of, or as a consultant to, an
Affiliate of the Corporation, shall not, in the United States or
any other place where the Corporation, or any Affiliates (whether
such Affiliate is now existing or hereafter formed) conducts, or
currently intends to conduct, the Business or any part thereof,
directly or indirectly (whether as an owner, partner, shareholder,
agent, officer, director, employee, independent contractor,
consultant, or otherwise), own, manage, operate, control, invest
in, perform services for (alone or in association with any Person)
or participate in any manner in the ownership, management,
operation, control or financing of, or be connected as an officer,
director, employee, principal, agent, representative, consultant,
investor, owner, partner, manager, joint venturer, or similar
affiliation with, any business or enterprise that engages in or
owns, invests in, operates, manages, or controls any venture or
enterprise that engages or proposes to engage in the Business;
provided , however , that (i) a business or
enterprise in the Business shall not include a business or
enterprise in which the Business accounts for less than ten percent
(10%) of the revenues, income, or the value of the assets of such
business or enterprise and (ii) Employee may own, directly or
indirectly, solely as an investment, securities of any Person
having a class of securities (a) registered under the
Securities Exchange Act of 1934 and (b) publicly traded, if
Employee is not involved in the business of said corporation and if
Employee and Employee’s associates (as such term is defined
in Regulation 14(A) promulgated under the Securities Exchange
Act of 1934, as in effect on the date hereof), collectively, do
not, directly or indirectly, own more than an aggregate of two
percent (2%) of any class of securities of such Person.
Notwithstanding the foregoing, the Corporation acknowledges that
the Employee holds certain positions with certain companies other
than the Corporation or its subsidiaries as described in
Schedule A attached hereto, and the Corporation agrees that
such activities, as currently conducted, with such companies in the
respective businesses which such companies are currently
conducting, do not violate this Section 1.1 or any other term
of this Agreement.
1.2 Confidential Information; Personal
Relationships . Unless required by law, at all times during and
after the Restricted Period, the Employee shall keep secret and
retain in strictest confidence, and shall not use for the benefit
of such Employee or others, or disclose to others, all confidential
information or matters of the Corporation, including, without
limitation, trade secrets, product information, customer lists,
details of contracts, pr
