Exhibit 10 (W)
NON-COMPETITION AGREEMENT
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EMPLOYEE: Wendy L. Dixon
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In consideration of your employment by The West
Company, Incorporated or any of its subsidiaries or
affiliates (the "Company") and the Company's promise to make
the payments set forth below, the Company and you agree as
follows:
Definitions: As used in this Agreement:
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(a) the "Restrictive Period" means that period
of time which commences on the date hereof and ends on the
first anniversary of the date on which you cease to be
employed by the Company; provided, however, the Restricted
Period shall be automatically extended for any period of
time during which you have breached, or threatened to
breach, any provision hereof;
(b) the "Company's Business" means (i) the
manufacture and sale of stoppers, closures, containers,
medical device components and assemblies made from
elastomers, metal, plastic and glass for the health care and
consumer products industries; and (ii) any other business
conducted by the Company during the Restrictive Period in
which you have been actively involved while an employee of
the Company;
(c) "Person" means an individual, a corporation,
a partnership, an association, a trust or other entity or
organization;
(d) an "Affiliate" of any Person means any
Person directly or indirectly controlling, controlled by or
under common control with such Person; and
(e) "Territory" shall mean Canada, the United
States, Mexico, Puerto Rico, Argentina, Brazil and Columbia.
2. Restriction on Competition. During the
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Restrictive Period, you will not, and will not permit any
of your Affiliates, or any other Person, directly or
indirectly, to:
(a) engage in competition with, or acquire a
direct or indirect interest or an option to acquire such an
interest in any Person engaged in competition with, the
Company's Business in the Territory (other than an interest
of not more than 5 percent of the outstanding stock of any
publicly traded company);
(b) serve as a director, officer, employee or
consultant of, or furnish information to, or otherwise
facilitate the efforts of, any Person engaged in competition
with the Company's Business in the Territory; or
(c) solicit, employ, interfere with or attempt
to entice away from the Company any employee who has been
employed by the Company in an executive or supervisory
capacity in connection with the conduct of the Company's
Business within one year prior to such solicitation,
employment, interference or enticement.
3. Consideration. In consideration of your
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agreement not to compete contained in paragraph 2, commencing
on the date on which you are no longer employed by the Company
(the "Exit Date") and until the end of the Restrictive
Period, the Company will pay you, on a biweekly basis, an
amount equal to your base salary during the twelve-month
period prior to the Exit Date, less normal deductions. During
the period from the Exit Date until the end of the
Restrictive Period, the Company will also continue on your
behalf the medical, dental and life insurance coverage
offered to active employees, provided you make any required
contributions with respect to each such plan. Notwithstanding
the foregoing, if the Company terminates your employment
for "cause", the Company shall not be obligated to make such
payments or provide such benefits. Termination shall be
deemed for cause if you are terminated for dishonesty,
disloyalty, willful misconduct, gross negligence, theft,
conviction of a crime, drunkenness, unethical business conduct,
refusal to perform your duties or a breach of this Agreement.
Your obligations under Section 2 hereof shall continue
notwithstanding termination of your employment for cause.
The foregoing description of termination for cause
notwithstanding, you or the Company may terminate your
employment relationship at any time, for cause or for no
reason at all.
4. Enforcement. You acknowledge that a breach of
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this Agreement will cause the Company immediate and
irreparable harm for which the Company's remedies at law
(such as money damages) will be inadequate. The Company
shall have the right, in addition to any other rights it
may have, to obtain an injunction to restrain any breach or
threatened breach of this Agreement. Should any provision of
this Agreement be adjudged to any extent invalid by any
competent tribunal, that provision will be deemed modified
to the extent necessary to make it enforceable. The Company
may contact any person with or for whom you work after my
employment by the Company ends and may send that person a copy
of this Agreement.
5. Binding Effect. Your undertakings hereunder will
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bind you and your heirs and legal representatives regardless
of (a) the duration of your employment by the Company, (b)
any change in your duties or the nature of your employment,
(c) the reasons for manner of termination of your employment,
and (d) the amount of your compensation.
6. Representations by Employee. You hereby
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represent that you have read and fully understand your
duties and obligations as set forth herein and that such
duties and obligations would not unduly restrict or curtail
your legitimate efforts to earn a livelihood following any
termination of your employment with the Company, whether for
cause or otherwise.
7. Waivers. The waiver by the Company of a breach
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or threatened breach of any provision of this Agreement by you
shall not operate or be construed as a waiver of any
subsequent breach or threatened breach by you unless and to
the extent that such waiver is explicitly set forth in a
writing delivered by the Company to you.
8. Assignment. The Company may, upon written notice
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to you but without your consent, assign its rights and
interests hereunder to any party including, without limitation,
any successor of its business.
9. Miscellaneous. This Agreement (a) shall in no
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way bind you or the Company to a specific term of employment,
(b) supersedes any prior understandings and constitutes
the entire understanding between the Company and you about
the subject matter covered by this Agreement, (c) may be
modified or varied only in writing signed by the Company
and you, (d) will inure to the benefit of the successors and
assigns of the Company, and (e) will be governed by
Pennsylvania law.
Dated: January 30, 1995 /s/ Wendy L. Dixon
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Wendy L. Dixon
THE WEST COMPANY, INCORPORATED
By: /s/ George R. Bennyhoff
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George R. Bennyhoff
Senior Vice President,
Human Resources