Exhibit 10.3
SYNAPTX WORLDWIDE, INC.
NON-COMPETE AGREEMENT
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This agreement made and entered into this 1st day of
January, 1998 between Synaptx Worldwide, Inc. corporation
("Purchaser") and James M. Gleason ("Seller").
WITNESSETH THAT:
WHEREAS, pursuant to a Merger Agreement (the "Purchase
Agreement") among Purchaser and WG Controls, Inc. ("WG CONTROLS"
or the "Company") and James Gleason, Shirley Gleason, Michael S.
Concialdi, and James D. Gammon (the "SELLERS"), Illinois
residents, the Purchaser wishes to acquire all the outstanding
stock of WG Controls, Inc. (the "SELLERS COMPANY");
WHEREAS, Seller has been a principal of WG CONTROLS, and due
to the nature of his employment and his relationship with the
Company, has had access to, and has acquired and assisted in
developing confidential and proprietary information relating to
the business and operations of the Company, including information
with respect to the present and prospective plans, products,
systems, processes, customers, suppliers and the sales and
marketing methods of the Company;
WHEREAS, WG CONTROLS has an Employment Agreement
("Employment Agreement") with Seller; and
WHEREAS, Seller acknowledges that such information has been,
and will continue to be, of central importance to the business of
the WG CORPORATIONS and that the use of such information by, or
its disclosure to, competitors of the WG CORPORATIONS or others
could cause substantial harm to the Company; and
WHEREAS, the obligation of Purchaser to consummate the
Closing is expressly conditioned on the execution and delivery of
this Agreement by Seller;
NOW, THEREFORE, the parties hereby agree as follows:
1. For the greater of (i) a period of five (5) years from
the Closing date as defined in the Purchase Agreement in Sections
1.4 ("Closing Date" or "Closing") or (ii) two (2) years after the
Seller leaves the employment of WG CORPORATIONS, Seller agrees
that he will not, directly or indirectly (whether as an officer,
director, employee, agent, representative, consultant,
proprietor, partner, joint venturer, stockholder or otherwise),
own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be connected
with, any business enterprise which is engaged, directly or
through a parent, subsidiary or affiliate, anywhere in
(i) Illinois and Southern Wisconsin;
(ii) Indiana, Iowa Kansas, Michigan, Missouri, Nebraska
and Ohio; and
(iii) in any other area of the United States
in any line of business in which Purchaser and its subsidiaries
are engaged during the period from the Closing Date through the
day that Seller's employment with Purchaser is terminated,
provided that nothing herein contained shall be construed as
preventing Seller from investing his personal assets in such form
or manner as will not require any services on his part in the
operation of the business of the companies in which such
investments are made.
2. If the Purchaser elects to terminate the employment
arrangement with Seller under the terms of Section 9 (i) of the
Employment Agreement, then Section 1 of this Non-Competition
Agreement shall be null and void.
3. Seller will keep confidential any trade secrets or
confidential or proprietary information which are now known to
him or which hereafter may become known to him as a result of his
employment or other association with the Purchaser and shall not
at any time, directly or indirectly, disclose any such
information to any person, firm or corporation or use the same in
any way other than in connection with the business of the
Company. Upon the termination of his employment with the
Purchaser, Seller agrees to return to the WG CONTROLS all copies
of any trade secrets or confidential or proprietary information
of the WG CONTROLS that are in his possession or under his
control to the Purchaser.
4. In consideration of the foregoing, the Purchaser agrees
to pay Seller the sum of Two Hundred Thousand Dollars
($200,000.00) on the Closing Date.
5. The waiver by the Purchaser of a breach by Seller of any
provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach by him.
6. The rights of the Purchaser under this Agreement shall
inure to the benefit of the Purchaser and the successors and
assigns of the Purchaser and of WG CONTROLS and the obligations
of the Purchaser under this Agreement shall be binding upon the
successors and assigns of the Purchaser.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
8. In the event that for any reason the Closing pursuant
to the Purchase Agreement is not consummated, this Non-
Competition Agreement shall be null and void.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
SYNAPTX WORLDWIDE, INC. (PURCHASER) JAMES M. GLEASON (SELLER)
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/s/ Richard E. Hanik /s/ James M. Gleason
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By: Richard E. Hanik, Secretary By: James M. Gleason