NON-COMPETITION AGREEMENT
-------------------------
NON-COMPETITION AGREEMENT ("Agreement") dated
February __, 1997 by and among CARPENTER TECHNOLOGY CORPORATION,
a Delaware corporation ("CTC"), DYNAMET INCORPORATED, a Delaware
corporation formerly known as "DI Acquisition Corporation ("DI")
and PETER C. ROSSIN, formerly a principal shareholder ("Rossin")
of Dynamet Incorporated, a Pennsylvania corporation ("Old DI") .
CTC and DI are hereinafter sometimes referred to collectively as
the "Companies."
The Companies and Rossin are parties to an Agreement
and Plan of Merger dated January 6, 1997 (the "Merger
Agreement"), which provides for the merger on the date hereof of
Old DI with and into DI. It is a condition to the obligations of
the parties to the Merger Agreement that this Non-Competition
Agreement be executed and delivered by the parties hereto, as an
undertaking ancillary to the Merger Agreement.
In consideration of the mutual covenants contained
herein, and INTENDING TO BE LEGALLY BOUND HEREBY, the parties
hereto agree as follows:
1. PAYMENTS. In consideration of the covenants and
--------
undertakings in Sections 2 and 3 hereof, Rossin has received a
cash payment in the amount of $100,000 contemporaneously with the
execution and delivery of this Agreement.
2. CONFIDENTIAL INFORMATION. Rossin acknowledges
------------------------
that by reason of his relationship with and service to Old DI and
his services to the Companies, Rossin has had and will have
access to confidential information relating to operations and
technology and know-how which have been developed by Old DI and
may be developed in the future by the Companies, including,
without limitation, information and knowledge pertaining to
products and their design and manufacture, methods of operation,
sales and profit data, customer and supplier lists and
relationships between Old DI and its customers, suppliers and
others who have business dealings with it, other information not
readily available to the public, and plans for future
developments relating thereto. In recognition of the foregoing,
Rossin will maintain the confidentiality of all such information
and other matters of DI (as the successor to Old DI) and CTC
known to Rossin which are not otherwise in the public domain and
will not disclose any such information to any person outside the
respective organizations of DI and CTC, wherever located, during
the term of this Agreement except as required by law or with
CTC's prior written authorization and consent.
3. COVENANT NOT TO COMPETE. During the Non-Compete
-----------------------
Term, Rossin shall not, unless acting with the prior written
consent of CTC, directly or indirectly (i) own, manage, operate,
finance, join, control or participate in the ownership,
management, operation, financing or control of, or be associated
as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise with, or use or permit
his name to be used in connection with, any profit or
not-for-profit business or enterprise which at any time during
such period designs, manufactures, assembles, sells, distributes
or provides products (or related services) in competition with
those designed, manufactured, assembled, sold, distributed or
provided, or under active development, by Old DI (including all
future developments in and improvements on such products and
services), other than products (or related services) designed,
manufactured, assembled, sold, distributed or provided, or under
active development by the Forged Products Division of Old DI
(including all future developments in and improvements on such
products and services), immediately prior to the effective time
of the merger contemplated by the Merger Agreement in any part of
the world or (ii) offer or provide employment to, interfere with
or attempt to entice away from either of the Companies, either on
a full-time or part-time or consulting basis, any person who then
currently is, or who within one year prior thereto had been,
employed by DI, Old DI or CTC; provided, however, that this
-------- -------
provision shall not be construed to prohibit the ownership by
Rossin of not more than 2% of any class of securities of any
corporation which is engaged in any of the foregoing businesses
that has a class of securities registered pursuant to the
Securities Exchange Act of 1934. If Rossin's spouse engages in
any of the restricted activities set forth in the preceding
sentence, Rossin shall be deemed to have indirectly engaged in
such activities in violation of this covenant.
4. REMEDIES. Rossin acknowledges that a breach of
--------
the provisions of Section 2 or Section 3 will cause irreparable
damage to the Companies, the exact amount of which will be
difficult or impossible to ascertain, and that Companies'
remedies at law for any such breach will be inadequate.
Accordingly, upon a breach of the covenants and agreements
contained in Section 2 or Section 3, the Companies shall be
entitled to injunctive or other equitable relief, without posting
bond or other security. Rossin shall be liable for any monetary
damages awarded by a court of competent jurisdiction to either of
the Companies as the result of any breach or violation of the
provisions of this Agreement, such liability to be borne in
accordance with the judgment of such court.
5. NON-COMPETE TERM. The term of this Agreement with
----------------
respect to which the covenants in Sections 2 and 3 shall remain
in effect (the "Non-Compete Term") shall begin on the date hereof
and shall extend for five years thereafter, ending on the fifth
anniversary of such date.
6. NOTICES. Any notice, request, demand, waiver,
-------
consent, approval or other communication which is required or
permitted to be given to any party hereunder shall be in writing
and shall be deemed given only if delivered to the party
personally or sent to the party by overnight courier or facsimile
transmission or by registered or certified mail (return receipt
requested) with postage and registration or certification fees
thereon prepaid, addressed to the party at the address set forth
below:
(a) If to DI or CTC, to:
Carpenter Technology Corporation
101 West Bern Street
P. O. Box 14662
Reading, PA 19612-4662
Attention: John R. Welty,
Vice President & General
Counsel
Fax Number: 610-208-3068
(b) If to Rossin, to:
Mr. Peter C. Rossin
621 Trotwood Circle
Pittsburgh, PA 15241
or to such other person or address as either party shall furnish
to the other party in writing. All notices required or permitted
hereunder shall be deemed duly given and received on the second
day next succeeding the date of mailing if sent by certified or
registered mail and on the next day if delivered by overnight
courier.
7. SEVERABILITY. If any term or provision of this
------------
Agreement or the application thereof to any person or
circumstance shall, to any extent, be held invalid or
unenforceable by a court of competent jurisdiction, the remainder
of this Agreement or the application of any such term or
provision to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected
thereby, and each term and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law. If
any of the provisions contained in this Agreement shall for any
reason be held to be excessively broad as to duration, scope,
activity or subject, it shall be construed by limiting and
reducing it, so as to be valid and enforceable to the extent
compatible with the applicable law or the determination by a
court of competent jurisdiction.
8. UNCONDITIONAL OBLIGATIONS. This Agreement
-------------------------
establishes and vests in Rossin a contractual right to the
benefits to which he is entitled hereunder. Except in the event
of a material breach by Rossin of the covenants and undertakings
in Sections 2 and 3 hereof, the Companies' obligations under this
Agreement shall be absolute and unconditional, and shall not be
affected by any circumstances, including, without limitation, any
offset, counterclaim, recoupment, defense, or other right which
the Companies or their affiliates may have against Rossin or any
other party. Each and every payment made hereunder by the
Companies shall be final, and the Companies shall not seek to
recover all or any part of such payment from Rossin or from
whomsoever may be entitled thereto, for any reasons whatsoever.
9. JOINT AND SEVERAL OBLIGATIONS. Notwithstanding any
-----------------------------
provision of this Agreement to the contrary, the Companies shall
be jointly and severally liable to Rossin and his heirs or estate
for all payment obligations under this Agreement.
10. BINDING EFFECT. This Agreement shall be binding
--------------
upon and inure to the benefit of the heirs and representatives of
Rossin and the successors and assigns of the Companies. CTC and
DI shall each require any successor (whether direct or indirect,
by purchase, merger, reorganization, consolidation, acquisition
of property or stock, liquidation, or otherwise) to all or a
significant portion of their respective assets, by agreement in
form and substance satisfactory to Rossin, expressly to assume
and agree to perform this Agreement in the same manner and to the
same extent that CTC or DI, as the case may be, would be required
to perform this Agreement if no such succession had taken place.
Regardless whether such agreement is executed, this Agreement
shall be binding upon any successor of CTC or DI in accordance
with the operation of law and such successor shall be deemed
"CTC" or "DI", as the case may be, for purposes of this
Agreement.
11. MISCELLANEOUS PROVISIONS.
------------------------
(a) This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to its choice of law doctrine.
(b) This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same
instrument.
(c) This Agreement constitutes the entire agreement
with respect to the subject matter hereof between the parties hereto
and replaces and supersedes as of the date hereof and all prior oral
or written agreements and understandings between the parties hereto.
This Agreement may be modified only by an agreement in writing executed
by the Companies and Rossin.
[Remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
CARPENTER TECHNOLOGY CORPORATION
By:_______________________________
Title:
DYNAMET INCORPORATED
By:_______________________________
Title:
By:_______________________________
Peter C. Rossin