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EXHIBIT 99.3
NONCOMPETITION AGREEMENT
THIS AGREEMENT is made effective as of the 30th day of November, 1995,
by and between PIONEER-STANDARD OF MARYLAND, INC., f/k/a Pioneer-Technologies
Group, Inc., a Maryland corporation, (the "Company"), and BRUCE S. TUCKER
("Executive").
WITNESSETH:
WHEREAS, pursuant to a Plan and Agreement of Merger of even date
herewith (the "Merger Agreement"), Pioneer-Standard of Maryland, Inc., a
Maryland corporation, has merged with and into the Company, whereupon the name
of the Company was changed, by virtue of such merger, from Pioneer/Technologies
Group, Inc. to Pioneer-Standard of Maryland, Inc.;
WHEREAS, the Executive, prior to such merger, was a Sr. Vice President
of the Company and has valuable knowledge and experience pertaining to the
suppliers, customers and general business of the Company; and
WHEREAS, as a condition to the execution of the Merger Agreement and
the effectiveness of the merger contemplated thereunder, Executive and the
Company agreed to execute this Agreement and to be bound by the terms set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Executive and the Company do
hereby agree as follows;
1. Noncompetition. Executive agrees that for a period of two (2)
years, commencing December 1, 1995 and continuing through November 30, 1997 (the
"Non-Competition Period") he will not, without the prior written consent of the
Company, either directly or indirectly, operate, control, advise, be engaged or
employed by, perform any consulting services for, or otherwise represent in any
capacity, any person or entity who or which, at any time during the
Noncompetition Period, sells or distributes products similar to those sold or
distributed by the Company in those geographical areas in which the Company or
any affiliate of the Company currently conducts or has conducted such business
during the three (3) year period prior to the date hereof.
2. Nondisclosure. Executive agrees at all times to hold as secret and
confidential (unless disclosure is required pursuant to court order, subpoena in
a governmental proceeding, arbitration or pursuant to other process or
requirement of law) any and all knowledge, information, developments, trade
secrets, know-how and confidences that are proprietary to the Company, or any of
its affiliates, or its or their business, and of which he has knowledge as of
the date hereof, to the extent such
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matters have not previously been made public, are not thereafter made public or
do not otherwise become available to Executive from a third party not bound by
any confidentiality agreement with the Company ("Confidential Information"). The
phrase "made public" as used in this Agreement shall apply to matters within the
domain of (a) the general public or (b) the Company's industry. Executive agrees
not to use such knowledge for his own benefit or for the benefit of others or,
except as provided above, disclose any of such Confidential Information without
the prior written consent of the Company, which consent shall make express
reference to this Agreement.
3. Noninterference. Executive agrees that during the Non-Competition
Period, he will not, without the prior written consent of the Company, directly
or indirectly solicit, induce or attempt to solicit or induce any employee of
the Company to terminate his or her relationship with the Company or in any way
interfere with such a relationship or a relationship between the Company and any
of its suppliers.
4. Payment. In consideration of the agreements, covenants, and
obligations of Executive set forth herein, the Company agrees to pay to
Executive the aggregate amount of Two Hundred and Thirty-Five Thousand Dollars
($235,000), to be paid during the Non-Competition Period in twenty-four (24)
monthly installments, each of which shall be payable on the last day of the
month in which it is due, commencing on December 31, 1995. The first
twenty-three (23) installments shall each be in an amount of $9,791.00, and the
final payment shall be in the amount of $9,807.00.
5. Reformation of Agreement; Severability. The parties intend this
Agreement to be enforced as written. However, in the event that any provision of
this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable as against public policy, such court shall exercise its discretion
in reforming such provision to the end that Executive shall be subject to such
restrictions and obligations as are reasonable under the circumstances and
enforceable by the Company. In the event that a provision or term of this
Agreement is found to be void or unenforceable to any extent for any reason, it
is the agreed-upon intent of the parties hereto that all remaining provisions or
terms of the Agreement shall remain in full force and effect to the maximum
extent permitted by law and the Agreement shall be enforceable as if such void
or unenforceable provision or term had never been a part hereof.
6. Notices. Any notice required to be given under the terms of this
Agreement shall be in writing and mailed to the recipient's last known address
or delivered in person. If sent by registered or certified mail, such notice
shall be effective when mailed; otherwise, it shall be effective upon delivery
to such address.
7. Assignment. No rights of any kind under this Agreement shall,
without the written consent of the Company, be transferable to or assignable by
Executive. This Agreement shall be binding upon and shall inure to the benefit
of the Company and its successors and assigns.
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8. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Maryland, without giving effect to the
conflicts of laws principles thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.
PIONEER-STANDARD OF MARYLAND, INC.
By: /s/ James L. Bayman
_____________________________________
Title:__________________________________
("Company")
/s/ Bruce S. Tucker
________________________________________
BRUCE S. TUCKER
("Executive")
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