NONCOMPETITION AND
NONSOLICITATION AGREEMENT
This
Noncompetition and Nonsolicitation Agreement
(“Agreement”) is made effective as of July 10, 2006, by
and between Jim Hall (“Executive”), an individual
resident of the State of Minnesota, and Lifecore Biomedical, Inc.,
(“Lifecore”), a corporation organized under the laws of
the State of Minnesota.
WHEREAS, Executive
is employed as an executive officer of Lifecore; and
WHEREAS, Lifecore
wishes to enter into this noncompetition and nonsolicitation
agreement with Executive in order to protect its business;
and
WHEREAS, in
consideration for entering into this Agreement, Lifecore has agreed
to grant to Executive, contingent upon Executive agreeing to the
covenants and restrictions contained herein, options to purchase
shares of common stock of Lifecore, which options shall be fully
vested and exercisable on the date of grant.
NOW
THEREFORE , in consideration of the foregoing and the mutual
obligations incurred and benefits obtained hereunder, the
sufficiency of which is admitted, Lifecore and Executive agree as
follows:
1.
Restrictive Covenants . Executive agrees that, due to
Executive’s employment with Lifecore, Executive has and will
have access to Lifecore’s trade secrets and confidential
information, including but not limited to: Lifecore’s current
and proposed plans and strategies in sales, marketing, target
customers, product development and pricing; customer-specific
information generated and compiled by Lifecore; Lifecore’s
national customer management database (MarketForce) which contains
an exhaustive compilation of information regarding Lifecore’s
customers and potential customers nationwide; and Lifecore’s
financial information. Executive acknowledges that these trade
secrets and confidential information are valuable to Lifecore and,
accordingly, agrees to the following provisions:
1.1 Covenant
Not To Compete . During Executive’s employment by
Lifecore, and for a period of 24 consecutive months from the date
of termination of such employment for whatever reason (whether
occasioned by Executive or Lifecore), Executive will not, directly
or indirectly, in any manner (e.g., as an executive, agent,
consultant, partner, member, manager, officer, director,
shareholder, or otherwise), render services, advice or assistance
to any division, group or part of any corporation, person,
organization or other entity which engages in the marketing,
selling, production, design or development of any product, good,
service or procedure which is or may be used as an alternative to,
or which is or may be sold in competition with any product, good,
service or procedure marketed, sold, produced, designed or
developed by Lifecore (including products, goods, services, or
procedures currently being researched or under development by
Lifecore) (the “Competitive Business”), in any
geographic location, domestic or foreign, in which Executive
performed services or had responsibility on behalf of Lifecore. It
is understood that Executive may render services, advice or
assistance to any separate division, group or part of any
corporation, person, organization or other entity which is not
engaged in a Competitive Business regardless of whether another
separate division, group or part of such corporation, person,
organization or other entity is engaged in a Competitive
Business.
1.2 Covenant
Not To Solicit Business and Customers . During
Executive’s employment by Lifecore, and for a period of 24
consecutive months from the date of termination of such employment
for whatever reason (whether occasioned by Executive or Lifecore),
Executive shall not, directly or indirectly, divert, solicit, or
accept business from any client or prospective client of Lifecore
that was solicited or serviced by Lifecore or that Executive
supervised, directly or indirectly, in whole or in part, the
solicitation or services activities related to such clients or
prospects or about whom Executive received or had access to
confidential information. Executive shall not, directly or
indirectly, in any way interfere, or attempt to interfere, with
Lifecore’s relationships with any of its actual or potential
vendors or suppliers.
1.3 Covenant
Not To Solicit For Employment . During Executive’s
employment by Lifecore, and for a period of 24 consecutive months
from the date of termination of such employment for whatever reason
(whether occasioned by Executive or Lifecore), Executive shall not,
directly or indirectly, induce, solicit, endeavor to entice or
attempt to induce any other officer, employee consultant or
independent contractor of Lifecore to leave the employ of Lifecore,
or to work for, render services or provide advice to, or supply
confidential information of Lifecore to, any third person or
entity, or to in any way adversely interfere with the relationship
between any such officer, consultant or independent contractor and
Lifecore.
1.4
Notification of Employment . If at any time covered by the
covenants contained in this Section 1, Executive accepts new
employment
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