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Exhibit 2.4
NO-HIRE AGREEMENT
DATE: November 23, 1999
PARTIES: SPEEDFAM-IPEC Inc., ("Seller")
an Illinois corporation
FUJIMI INCORPORATED, ("Buyer")
a Japanese corporation
RECITALS:
A. Pursuant to an Stock Purchase Agreement dated November 23,
1999 (the "Purchase Agreement"), Buyer has agreed to buy from
Seller and Seller has agreed to sell to Buyer one thousand
(1,000) shares of common stock of Fujimi Corporation, an
Illinois corporation (the "Company") which constitutes all of
Seller's interest in the Company.
B. As a condition to closing the sale, Seller and Buyer are
obligated to enter into this No-Hire Agreement.
AGREEMENT:
In consideration of the mutual covenants set forth in the Purchase
Agreement and the covenants of the parties set forth here, it is agreed as
follows:
SECTION 1. NO-HIRE COVENANT
Buyer hereby covenants and agrees that for a period of three (3) years
from the effective date of this Agreement, neither Buyer nor its affiliates will
employ or seek to employ any employees of Seller or SpeedFam-IPEC Corporation,
nor will Buyer or its affiliates directly or indirectly suggest or encourage
that any employees of Seller or SpeedFam-IPEC Corporation leave or otherwise
change their employment relationship with Seller or SpeedFam-IPEC Corporation.
Buyer retains the right to hire a former employee of Seller or SpeedFam-IPEC
Corporation if such employee's employment has been terminated at the time of
such hiring for any reason other than as a result of Buyer's breach of this
Agreement. For purposes of this Agreement, "affiliates" shall mean any
corporation or other business entity in which Buyer owns an equity interest
equal to at least ten percent (10%).
SECTION 2. CONSIDERATION FOR COVENANT
In consideration of Buyer's covenants set forth in Section 1, Seller
agrees to pay to Buyer the sum of One Dollar ($1.00), the receipt and
sufficiency of which is hereby acknowledged.
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SECTION 3. ENFORCEMENT
It is recognized that damage in the event of breach of covenants of
Buyer would be difficult if not impossible to ascertain. It is therefore agreed
that Seller, in addition to and without limiting any other remedy or right that
it may have, shall have the right to an injunction against Buyer and/or its
affiliates, as the case may be, issued by a court of competent jurisdiction
enjoining such breach.
SECTION 4. LITIGATION
If any suit or action (including any appeal) is brought to enforce this
Agreement, the prevailing party shall be entitled to receive from the other
party reasonable attorney fees and costs incurred in such litigation, including
any appeals.
SECTION 5. SEVERABILITY
If any provision of this Agreement is deemed to be illegal or otherwise
void, invalid, or unenforceable, the provision shall be disregarded and the
remainder of this Agreement without that provision shall not be affected and
shall remain in full force and effect.
SECTION 6. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with and
under the laws of the state of Illinois.
IN WITNESS WHEREOF, the Seller and Buyer have caused this Agreement to
be executed by their duly authorized representatives, all as of the date first
above written.
SELLER:
SPEEDFAM-IPEC INC.
By: /s/
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James N. Farley, Co-Chairman
BUYER:
FUJIMI INCORPORATED
By: /s/
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I. Koshiyama, Chairman