Exhibit 10.5
------------
COVENANT NOT-TO-COMPETE
THIS AGREEMENT made this 3rd day of July, 1989, by and between W. G.
Cryderman, an individual of Birmingham, Michigan, herein after known as
"Cryderman" and LEXALITE INTERNATIONAL CORPORATION, a Delaware corporation, of
U.S. 31, Charlevoix, Michigan 49720, hereinafter known as "LexaLite".
WITNESSETH:
WHEREAS Cryderman has been an active officer and employee of LexaLite for a
period in excess of 20 years and has expressed his desire to no longer be
actively associated in the operation of the business and,
WHEREAS LexaLite has been active as a processor of engineering
thermoplastics and has participated in sales, manufacturing engineering and
research of products or services involving the engineering thermoplastics and is
desirous of protecting its trade secrets, its production processes and its trade
relationships,
NOW, THEREFORE, for good and valuable consideration recited herein in which
LexaLite is the payor and Cryderman is the payee, the receipt and adequacy of
which is hereby acknowledged, LexaLite and Cryderman agree as follows:
1. For a period of two years from date hereof or until the death of
Cryderman, whichever first occurs, LexaLite agrees to pay to Cryderman the sum
of $2,500 per month, payable the first day of each month.
2. For the period of time stated above, Cryderman agrees that he shall not
directly or indirectly own, manage, operate, control or participate in
ownership, management, operation or control of or be connected as an officer,
employee, partner, director, shareholder, advisor or otherwise have any
financial interest in, or aid or assist financially or otherwise, anyone else in
the conduct of any of the business operations heretofore or hereafter to be
conducted by LexaLite. This restriction shall not prevent Cryderman from acting
as a broker or dealer in connection with the merger, sale, or acquisition of any
business on behalf of others.
3. This Covenant is not restricted geographically, but shall be applicable
on a worldwide basis. This Covenant also includes all customers of LexaLite.
4. This Covenant may be renegotiated or renewed at the end of the initial
twenty-four month term, at the option of the parties.
5. In recognition of difficulty in determining damages or violation of
this Covenant, LexaLite shall be entitled to injunctive relief for the violation
or threatened violation hereof, in addition to such other relief as may be
available to it at law, in equity, or under this Covenant.
6. If any provision hereunder shall be deemed to be contrary to law, such
provision shall be modified to the slightest extent possible to render same not
contrary to law, and such provision, as so modified, shall constitute a part of
this Covenant.
7. The obligations of Cryderman under this Covenant shall be absolute and
unconditional, without regard to the liability of any other person or entity.
8. This Covenant and the obligations of Cryderman and LexaLite hereunder
shall be governed by the laws of the State of Michigan, where this Covenant has
been executed and delivered for value.
9. Cryderman acknowledges and consents to the in personam jurisdiction and
venue of the Federal and state courts within the State of Michigan for purpose
of the enforcement of any provision of this Covenant. Cryderman agrees that any
suit hereunder may be brought in the Circuit Court for Charlevoix County,
Michigan, or the Federal District Court for the Western District of Michigan,
and that Cryderman will not raise and hereby waives any objection that Marshall
may or could have to either jurisdiction or venue therein.
10. The obligations of Marshall under this Covenant shall inure to the
benefit of the successors and assigns, in law or in fact, of LexaLite.
IN WITNESS WHEREOF, Cryderman and LexaLite have acknowledged and delivered
this Covenant of the date first above written.
WITNESSES:
/s/ illegible signature /s/ W. G. CRYDERMAN
- --------------------------------- -----------------------------
W. G. Cryderman
/s/ PATRICIA DEYOUNG
- ---------------------------------
STATE OF MICHIGAN )
--------------)
COUNTY OF CHARLEVOIX ) ss
-------------)
Subscribed and sworn to before me, a Notary Public, this 4th day of August,
---
1989, by W. G. Cryderman.
/s/ PATRICIA ANN DEYOUNG
-------------------------------
Notary Public
Charlevoix County
--------------
My commission expires: 11/10/91
--------
WITNESSES:
/s/ illegible signature /s/ J. T. BARNES
- ------------------------------- ----------------------------------
LexaLite International Corporation
by, J.T. Barnes, its President
/s/ PATRICIA DEYOUNG
- -------------------------------
STATE of MICHIGAN )
)
COUNTY OF CHARLEVOIX )
Subscribed and sworn to before me, a Notary Public, this 4th day of August,
---
1989, by LexaLite International Corporation by J.T. Barnes, its President.
/s/ PATRICIA ANN DEYOUNG
---------------------------------
Notary Public
Charlevoix County
----------------
My commission expires: 11-10-91
--------