Exhibit 10.8
NON-SOLICITATION, NONDISCLOSURE AND
CONFIDENTIALITY AGREEMENT
THIS
AGREEMENT is made on May 9, 2008 between GSC Acquisition
Company, a Delaware corporation (the “ Company ”)
and Peter J. Dailey (“ PJD
”).
WHEREAS,
the Company, GSCAC Holdings I LLC, a Delaware limited
liability company, GSCAC Holdings II LLC, a Delaware limited
liability company, GSCAC Merger Sub LLC, a Delaware limited
liability company (“ MergerSub ”)
and Complete Energy Holdings, LLC, a Delaware limited
liability company (“ CEH ”)
entered into an Agreement and Plan of Merger, dated as of May
9, 2008, (the “ Merger Agreement
”) upon the consummation of which Merger Sub will be
merged with and into CEH, with CEH as the surviving entity and
a subsidiary of the Company;
WHEREAS,
in connection with and by virtue of the transactions
contemplated by the Merger Agreement, PJD will transfer all
his rights, title and interests in CEH in exchange for a
portion of the “ CEH Group
Merger
Consideration ” (as defined in and determined
pursuant to Exhibit F to the Merger Agreement);
WHEREAS,
the Company and PJD desire to memorialize his agreement, in
exchange for a portion of the CEH Group Merger Consideration,
not to solicit employees of the Company or its affiliates or
disclose any confidential information of the Company or any of
its affiliates as provided herein;
NOW,
THEREFORE, in consideration of the premises and mutual
covenants herein, the CEH Group Merger Consideration and for
other good and valuable consideration, the parties agree as
follows:
1.
Non-Solicitation. During the two-year period
beginning on the Closing Date (as defined in the Merger Agreement)
(the “ Restricted Period
”), PJD will not induce any employee of the Company or its
affiliates to terminate his or her employment with the Company or
its affiliates, or solicit for hire or employment or assist in the
hiring or employment of any such employee by any Person (as defined
in the Merger Agreement) not affiliated with the Company unless
such employee shall have ceased to be employed by the Company or
any of its affiliates for a period of at least 12 months;
provided,
however, that this Section 1 shall not apply to any
solicitation (or hiring or employment as a result of any
solicitation) that consists of advertising in a newspaper or
periodical of general circulation or through the
Internet.
2.
Nondisclosure and Nonuse of Confidential Information.
During the Restricted Period, PJD agrees not to
disclose to others, use for his own benefit or purposes or the
benefit or purposes of any other Person other than the Company and
any of its affiliates, any trade secrets, information, data, or
other confidential
