Arthur Kaplan Cosmetics,
Inc.
Non-Competition and
Non-Solicitation Agreement
March 31, 2009
This Non-Competition and Non-Solicitation
Agreement (this “Agreement”) is entered into as of the
date set forth above by and between Arthur Kaplan Cosmetics, Inc.,
a Nevada corporation (the “Company”), and the
undersigned individual (the “Employee”).
In consideration of the Company and its
subsidiary, Plantation Acquisition, Inc. (the “Merger
Sub”), concurrently herewith entering into an Agreement and
Plan of Merger (the “Merger Agreement”) with the
above-mentioned Plantation Exploration, Inc. (“PEI”)
and its sole shareholder for the acquisition of PEI through a
merger of the Merger Sub with and into PEI (the
“Merger”) and consummation of the Merger, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Employee hereby
agree as follows:
1. By
virtue of the Employee’s experience with PEI, the
Employee’s involvement with a Person conducting or conducting
on the Employee’s own activities similar to those of the
Company would represent a substantial competitive harm to the
Company and its activities, and the use of the Employee’s
skills, knowledge and information about the Company’s
strategies, plans, services and other activities can and would
constitute a valuable competitive advantage over the
Company. In view of the foregoing, the Employee agrees
and covenants that, during the Restricted Period (as hereinafter
defined), the Employee shall not directly or indirectly, whether as
an employee, agent, consultant, director, officer, investor,
partner, member, shareholder, proprietor, lender or otherwise,
engage, or be associated in any way with any entity which engages,
anywhere in the Restricted Territory (as hereinafter defined), in
any business which is a Competitive Business (as hereinafter
defined), provided that the foregoing shall not prohibit the
Employee from being a passive owner of not more than five percent
(5%) of the outstanding stock of a corporation subject to the
reporting requirements of the Securities Exchange Act of 1934, as
amended.
2. During
the Restricted Period, the Employee shall not, without the consent
of the Company (by action of the Board), directly or indirectly,
for the Employee’s benefit or the benefit of any other
Person, (a) induce or attempt to induce any employee or consultant
of the Company or any of its Affiliates to leave the employ of the
Company or such Affiliate, (b) solicit from any customer of the
Company or any of its Affiliates, or any Person who was such a
customer within the two (2) year per
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