EXHIBIT 99.16
NONCOMPETITION AGREEMENT
This NONCOMPETITION AGREEMENT is entered into as of ___________, 1996 by and
between PRAEGITZER INDUSTRIES, INC., an Oregon corporation ("Praegitzer")
and ROBERT J. VERSIACKAS ("Versiackas").
RECITALS
--------
A. Versiackas is a shareholder of Trend Circuits, Inc., a California
corporation ("Trend").
B. Pursuant to a merger agreement ("Merger Agreement") dated as of
August 19, 1996, Praegitzer and Trend agreed to merge, with Praegitzer as the
surviving corporation.
C. As a condition to closing the Merger Agreement, Praegitzer and
Versiackas are obliged to enter into this Noncompetition Agreement.
AGREEMENT
---------
ARTICLE 1. NONCOMPETITION COVENANT
1.1 COVENANT NOT TO COMPETE OR SOLICIT. Versiackas covenants and
agrees that for the Restricted Period (defined in Article 3), Versiackas
shall not, directly or indirectly:
(a) Engage in the business of fabrication or assembly of those
types of circuit boards fabricated or assembled by Praegitzer on the date
that Versiackas' employment with Praegitzer terminates, within the United
States or in any other market in which Praegitzer produces or sells products;
provided, however, that after termination of Versiackas' employment with
Praegitzer, Versiackas may fabricate or assemble any circuit boards of a type
not being fabricated or assembled by Praegitzer on the date of such
termination.
(b) For the benefit of Versiackas or any other person or
enterprise, to the extent Versiackas is prohibited by Article 1.1.(a) above
from engaging in such business, (i) solicit any business whatsoever from any
customer or supplier of Praegitzer, (ii) induce or cause any customer to
cease purchasing any service or product from Praegitzer or to terminate or
change such customer's business relationship with Praegitzer in any manner,
or (iii) induce or cause any supplier to cease providing or selling any
service or product to Praegitzer or to terminate or change such supplier's
business relationship with Praegitzer in any manner.
Page 1 - NONCOMPETITION AGREEMENT (ROBERT J. VERSIACKAS)
(c) For the benefit of Versiackas or any other person or
enterprise, induce or solicit any person who is then employed by Praegitzer
to leave his employment or other position with Praegitzer or to accept any
other employment or position.
1.2 INDIRECT ACTIVITIES DEFINED. Versiackas shall be deemed to be
indirectly engaged in a business covered by Article 1.1(a) if he:
(a) owns any interest in (except an interest of less than 5% of a
publicly traded entity), or participates in the management, operation or
control of any enterprise that is engaged in a business covered by
Section 1.1(a); or
(b) performs services for any enterprise that is engaged in a
business covered by Section 1.1(a).
For purposes of this Agreement, the term "enterprise" includes a sole
proprietorship, partnership, limited liability company, limited liability
partnership, corporation, trust, association, or other form of entity or
association, other than Praegitzer.
1.3 REASONABLENESS OF RESTRICTIONS. Versiackas acknowledges that the
covenants set forth in this Article 1 do not impose unreasonable restrictions
or work a hardship on Versiackas, are necessary and fundamental to the
protection of the business conducted by Trend and Praegitzer, are reasonable
as to scope, duration, and territory, and are given as a condition to
Praegitzer's entering into the Merger and to preserve the value of the assets
acquired by Praegitzer by means of the Merger.
ARTICLE 2. CONFIDENTIALITY
2.1 COVENANT OF CONFIDENTIALITY. Except with the prior written consent
of Praegitzer, Versiackas agrees during the term of this Agreement and at all
times thereafter:
(a) to hold the Confidential Information in the strictest
confidence;
(b) to not use the Confidential Information except as required in
the performance of his duties as an employee of Praegitzer;
(c) to not disclose the Confidential Information to any person or
enterprise (except to other employees of Praegitzer on a "need-to-know" basis
to the extent needed for them to perform the duties of their employment with
Praegitzer); and
(d) to exercise the highest degree of care in safeguarding
Confidential Information against loss, theft, or other inadvertent
disclosure.
Page 2 - NONCOMPETITION AGREEMENT (ROBERT J. VERSIACKAS)
2.2 CONFIDENTIAL INFORMATION DEFINED. As used in this Agreement, the
"Confidential Information" shall mean:
(a) any information that relates to the business, products,
technology, customers, finances, plans, proposals, or practices of
Praegitzer, including, but not limited to, plans and specifications for new
products, research and development, inventions, marketing strategies, lists
of Praegitzer's customers and suppliers, nonpublic financial information,
budgets, and projections;
(b) any other information that Praegitzer designates in writing or
otherwise treats as "confidential"; and
(c) any information given to Praegitzer by a customer or supplier
or otherwise designated as confidential by a customer or supplier.
The Confidential Information shall include information in any form in which
such information exists, whether oral, written, film, tape, computer disk,
or other medium. The Confidential Information shall exclude any information
that is or becomes part of the public domain other than through the
violation of this Agreement.
2.3 OWNERSHIP OF CONFIDENTIAL INFORMATION. The Confidential
Information shall be the sole and exclusive property of Praegitzer, shall be
considered trade secrets of Praegitzer, and shall be entitled to all
protections given by applicable law to trade secrets.
2.4 RETURN OF DOCUMENTS. Versiackas agrees that all originals and
copies of records, data, reports, documents, lists, plans, drawings,
correspondence, memoranda, notes, and other materials related to or containing
any Confidential Information, in whatever form they exist, whether written,
film, tape, computer disk, or other medium, shall be the sole and exclusive
property of Praegitzer and shall be returned promptly to Praegitzer on the
termination of his employment with Praegitzer or on the written request of
Praegitzer.
ARTICLE 3. RESTRICTED PERIOD
The covenants set forth in this Agreement shall bind Versiackas for the
period (the "Restricted Period") starting on the date of this Agreement and
ending two years after the date that Versiackas' employment with Praegitzer
terminates; provided that, if Versiackas' employment with Praegitzer is
terminated without cause by Praegitzer, as defined in Section 10.1(b)(i) of
the Employment Agreement, or by Versiackas pursuant to Section 10.1(c) of the
Employment Agreement, the Restricted Period shall end on the termination date
with respect to Section 1.1(a) hereof.
Page 3 - NONCOMPETITION AGREEMENT (ROBERT J. VERSIACKAS)
ARTICLE 4. ENFORCEMENT
Versiackas agrees that it may be difficult to measure damage to
Praegitzer from any breach by Versiackas of this Agreement and that monetary
damages may be an inadequate remedy for any such breach. Accordingly,
Versiackas agrees that if Versiackas shall breach or take steps preliminary
to breaching this Agreement, Praegitzer shall be entitled to a restraining
order, temporary and permanent injunctive relief, specific performance, or
other appropriate equitable relief, without showing or proving that any actual
damage has been sustained by Praegitzer, in addition to all other remedies it
may have at law or in equity.
ARTICLE 5. TERMINATION OF AGREEMENT
This Agreement shall terminate at the earlier of (i) expiration of the
Restricted Period as defined in Article 3, or (ii) material breach by
Praegitzer of the Merger Agreement and failure to cure such breach after
thirty days' notice from Versiackas, or, in the case of a breach not curable
within such time, to diligently take steps to cure such breach within such
thirty days.
ARTICLE 6. MISCELLANEOUS PROVISIONS
6.1 AMENDMENT, WAIVER, ETC. The terms of this Agreement may be amended
or waived only by an instrument in writing signed by the party against which
enforcement of such amendment or waiver is sought. Praegitzer's officers
shall not have the authority to amend or waive any provision in this
Agreement without the affirmative vote of Praegitzer's Board of Directors.
Any waiver of any term of this Agreement or any breach hereof shall not
operate as a waiver of any other such term, condition or breach, and no
failure to enforce any provision hereof shall operate as a waiver of such
provision or of any other provision hereof.
6.2 HEADINGS. The headings are for convenience only and will not
control or affect the meaning or construction of the provisions of this
Agreement.
6.3 JURISDICTION; GOVERNING LAW. The construction and performance of
this Agreement will be governed by the laws of the State of Oregon (except
for the choice of law provisions thereof).
6.4 NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement (a) shall be in writing; (b) shall be delivered
personally, including by means of facsimile or courier, or mailed by registered
or certified mail, postage prepaid and return receipt requested; (c) shall be
deemed given on the date of personal delivery or on the date set forth on the
return receipt; and (d) shall be delivered or mailed to the addresses or
facsimile numbers set forth below or to such other address as any party may
from time to time direct:
Page 4 - NONCOMPETITION AGREEMENT (ROBERT J. VERSIACKAS)
PRAEGITZER: Praegitzer Industries, Inc.
1270 S.E. Monmouth Cut-Off Road
Dallas, OR 97338-9532
Phone: 503-623-9273
Fax: 503-623-3403
Attn: Mr. Robert L. Praegitzer
President, Chief Executive Officer, and Chairman
Copy to: Stoel Rives LLP
Standard Insurance Center
900 S.W. Fifth Avenue, Suite 2300
Portland, OR 97204-1268
Phone: 503-224-3380
Fax: 503-220-2480
Attn: Stephen E. Babson
VERSIACKAS: Robert J. Versiackas
112 Rassani Drive
Danville, CA 94506
6.5 ATTORNEYS' FEES. If suit or action is filed by any party to enforce
the provisions of this Agreement, or otherwise with respect to the subject
matter of this Agreement, the substantially prevailing party shall be
entitled to recover reasonable attorneys' fees as fixed by the court and, if
any appeal is taken, reasonable attorneys' fees as fixed by the appellate
court.
6.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which
together will constitute a single instrument.
Page 5 - NONCOMPETITION AGREEMENT (ROBERT J. VERSIACKAS)
6.7 SEVERABILITY. If any provision of this Agreement is deemed to be
illegal or otherwise void, invalid, or unenforceable, the provision shall be
deemed modified to the extent required to be enforceable, and the remainder of
this Agreement shall not be affected and shall remain in full force and
effect.
PRAEGITZER INDUSTRIES, INC.
By: Date:
-------------------------------- --------------------------
Robert L. Praegitzer
President, Chief Executive
Officer, and Chairman
/s/ Robert J. Versiackas Date:
- ------------------------------------ --------------------------
ROBERT J. VERSIACKAS
Page 6 - NONCOMPETITION AGREEMENT (ROBERT J. VERSIACKAS)