Exhibit 10.3
NON-COMPETITION AGREEMENT
July 10, 2007
Real Time Systems Inc.
Bolt Technology Corporation
4 Duke Place
Norwalk, CT 06854
Ladies and Gentlemen:
This Non-Competition Agreement (this " Agreement" ) is entered into by Embedded Microsystems, Inc. (" EMI" ) and Allen Nance (the " Shareholder" and jointly and severally with EMI, the " Seller" ) in favor of Bolt Technology Corporation, a Connecticut corporation (" Parent" ), and Parent' s wholly-owned subsidiary, Real Time Systems Inc., a Connecticut corporation (" Real Time," and together with Parent, each and collectively referred to as the " Company" ).
The Seller acknowledges that, pursuant to that certain Asset Purchase Agreement dated the date hereof (the " Purchase Agreement" ) by and among the Company, Real Time, the Shareholder, and Molly L. Nance, Real Time is acquiring substantially all of the assets and business of EMI. The undersigned owns one hundred percent (100%) of the outstanding stock of EMI and, accordingly, has an interest in the purchase price paid to be paid by Real Time under the Purchase Agreement. Capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings given to such terms in the Purchase Agreement.
Therefore, as an inducement to Real Time to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, and in consideration of payments and benefits received or to be received by the Seller, the Seller hereby covenants and agrees that for a period of the later of (i) five (5) years from the date of this Agreement or (ii) three years after the date of termination of the Shareholder' s employment with Real Time (the " Restricted Period" ), neither EMI nor the Shareholder will engage in business as, or own an interest in, directly or indirectly, any individual proprietorship, partnership, corporation, limited liability company, joint venture, or any other form of business entity, anywhere in the world, whether as an individual proprietor, partner, shareholder, member, manager, joint venturer, officer, director, consultant, finder, broker, employee, or in any other manner whatsoever (except on behalf of the Company), if such entity is engaged in whole or in part in the design, manufacture, distribution or marketing of controllers or other instruments or equipment for air guns used in seismic exploration (the " Business" ); provided, however, that the foregoing shall not be deemed to prohibit or restrict the Shareholder from making passive investments in any publicly held company provided that the Shareholder' s beneficial ownership of any of such company' s securities does not exceed two percent (2%) of the outstanding securities of such company.
In addition to the foregoing, the Seller hereby covenants and agrees that during the Restricted Period, it shall, except on behalf of Real Time, directly or indirectly:
(1) attempt in any manner to solicit from any Client or any Prospect (each as defined below), business of the type performed by either Company or to persuade any Client or Vendor (as defined below) to cease to do business with either Company or to reduc ...
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